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

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                               -------------
                               SCHEDULE 14D-9

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

                             (AMENDMENT NO. 2)
                               -------------
                                EMCO LIMITED
                         (NAME OF SUBJECT COMPANY)

                                EMCO LIMITED
                    (NAME OF PERSON(S) FILING STATEMENT)

                               COMMON SHARES
                       (TITLE OF CLASS OF SECURITIES)

                                 290839109
                   (CUSIP NUMBER OF CLASS OF SECURITIES)

                              MARK F. WHITLEY
               VICE-PRESIDENT, GENERAL COUNSEL AND SECRETARY
                                EMCO LIMITED
                                PO BOX 5252
                         LONDON, ONTARIO, N68 4L6
                               (519) 645-3929
               (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
              AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS
                ON BEHALF OF THE PERSON(S) FILING STATEMENT)

                              With copies to:

       GRAHAM P.C. GOW, ESQ.                   KENNETH BLACKMAN, ESQ.
       MCCARTHY TETRAULT LLP          FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
            SUITE 4700                           ONE NEW YORK PLAZA
    TORONTO DOMINION BANK TOWER               NEW YORK, NEW YORK 10004
     TORONTO, ONTARIO M5K 1E6                      (212) 859-8000
          (416) 362-1812

[ ]  CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS
     MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER.

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




     Emco Limited, an Ontario corporation (the "Company"), hereby further
amends and supplements its Solicitation/Recommendation Statement on
Schedule 14D-9, filed with the Securities and Exchange Commission on
February 28, 2003, as amended by Amendment No. 1 thereto filed on March 4,
2003 (the "Schedule 14D-9"), which relates to the tender offer by 2022841
Ontario Inc., an Ontario corporation (the "Offeror"), which is an indirect
wholly-owned subsidiary of Blackfriars Corp., a Delaware corporation (the
"Parent").



ITEM 9.   EXHIBITS.

Item 9 is hereby amended by addition of the following:

(e)(11)   Press Release, dated as of March 19, 2003, issued by Emco Limited







                               EXHIBIT INDEX

Exhibit No.      Description

(e)(11)          Press Release, dated as of March 19, 2003, issued by
                 Emco Limited




                                 SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 2 to the
statement is true, complete and correct.





                                             EMCO LIMITED

Dated: March 19, 2003                        By:  /s/ Mark F. Whitley
                                                -------------------------------
                                                Mark F. Whitley
                                                Vice President, General
                                                Counsel and Secretary