SC TO-C

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Rule 13e-4)

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

OF THE SECURITIES EXCHANGE ACT OF 1934

ELECTRONIC ARTS INC.

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

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

(Title of Class of Securities)

285512109

(CUSIP Number of Class of Securities (Underlying Common Stock)

Stephen G. Bené

Senior Vice President, General Counsel and Secretary

Electronic Arts Inc.

209 Redwood Shores Parkway

Redwood City, California 94065

(650) 628-1500

(Name, Address, and Telephone Number of Person Authorized to Receive Notices

and Communications on Behalf of Filing Persons)

With copies to:

Diane Holt Frankle

William H. Hoffman

John G. Saia

DLA Piper Rudnick Gray Cary US LLP

2000 University Avenue

East Palo Alto, California 94303

(650) 833-2000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing fee*
Not applicable	Not applicable

* No filing fee is required because this filing contains only 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	Filing Party: Not applicable
Form or Registration No.: Not applicable	Date Filed: Not applicable

þ 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.

þ 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: ¨

Explanatory Note

On June 19, 2006, the Board of Directors of Electronic Arts Inc. (the “Company”) authorized, subject to stockholder approval, a voluntary program that will permit eligible employees to exchange certain outstanding stock options that are significantly “underwater” for a lesser number of shares of restricted stock or restricted stock units (the “Exchange Program”).

On July 28, 2006, Gabrielle Toledano, the Company’s Senior Vice President, Human Resources, sent an email announcing that the Exchange Program had been approved by the Company’s stockholders at the Annual Meeting of Stockholders, which took place on July 27, 2006. The text of this email is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Ms. Toledano’s email also contained two PowerPoint slides comparing types of equity awards offered in the Exchange Program, which are attached hereto as Exhibit 99.2 and are incorporated herein by reference.

Upon commencement of the Exchange Program, the Company will provide option holders who are eligible to participate in the exchange with written materials explaining the precise terms and timing of the Exchange Program. The Company will also file these written materials with the Securities and Exchange Commission (the “SEC”) as part of a tender offer statement. EMPLOYEES WHO ARE ELIGIBLE TO PARTICIPATE IN THE EXCHANGE PROGRAM ARE URGED TO READ THESE WRITTEN MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE EXCHANGE PROGRAM. The Company’s stockholders and option holders will be able to obtain these written materials, and other documents that will be filed by the Company with respect to the Exchange Offer, free of charge from the SEC’s website at www.sec.gov. In addition, the Company’s stockholders and option holders may obtain free copies of documents filed by the Company with the SEC at http://investor.ea.com, or by directing a request to Electronic Arts Inc., 209 Redwood Shores Parkway, Redwood City, California 94065, attention: Investor Relations, telephone: (650) 628-7352.

ITEM 12. EXHIBITS.

99.1	Text of an email from Gabrielle Toledano regarding stockholder approval of the Exchange Program, as transmitted on July 28, 2006.
99.2	PowerPoint presentation comparing types of equity awards offered in the Exchange Program, as transmitted by Gabrielle Toledano on July 28, 2006.

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.

ELECTRONIC ARTS INC.
By:	/s/ Stephen G. Bené
	Stephen G. Bené
	Senior Vice President, General Counsel and Corporate Secretary

Dated: July 28, 2006

EXHIBIT INDEX

EXHIBIT	DESCRIPTION OF EXHIBIT
99.1	Text of an email from Gabrielle Toledano regarding stockholder approval of the Exchange Program, as transmitted on July 28, 2006.
99.2	PowerPoint presentation comparing types of equity awards offered in the Exchange Program, as transmitted by Gabrielle Toledano on July 28, 2006.

EX-99.1

Exhibit 99.1

July 28, 2006

EA ACTION

From Gabrielle Toledano:

As I informed you a month ago in an EA Action, we asked our stockholders to approve a voluntary equity exchange program at our Annual Meeting of Stockholders, which took place yesterday. I am pleased to inform you that our stockholders have approved the program.

To remind you, this program will allow those with eligible “underwater” options to choose to exchange those options for either restricted stock or restricted stock units (depending on which results in more favorable treatment to our employees in a given country, we may decide to use either restricted stock or restricted stock units, but we refer to both in this EA Action as “restricted stock rights”). If you hold eligible options, you will receive detailed information about the Exchange Program, including an extensive Q&A, in about two weeks, and you will have until at least early September to decide whether to participate in the exchange. While it is important and necessary for you to read the materials and understand the program, Human Resources will also be holding some question and answer sessions after the program commences. You will be hearing more about that from the HR generalist for your group. In addition to the HR sessions, we are developing a modeling tool for employees to use to compare the value of their options against the restricted stock rights they could receive in the exchange, which may assist people in deciding whether to participate.

A brief summary of the Exchange Program is set out below.

Brief Summary of Exchange Program

Voluntary: The Exchange Program will be entirely voluntary and will be open to employees holding stock options eligible for exchange in the program. Certain executive officers and employees in countries where we do not currently grant restricted stock or restricted stock units will not be eligible for the Exchange Program. Employees with stock options eligible for exchange will have an election period of at least 20 business days from the commencement of the Exchange Program in which to determine whether they wish to exchange one or more outstanding grants of eligible options (vested and unvested) for restricted stock or restricted stock units. Attached for your review is a document that explains some differences between stock options, restricted stock units and restricted stock.

Eligibility: Options eligible for exchange in the program will be those with exercise prices that are at least 125% of the average market closing price of our stock for the 5 business days before the date we launch the offer. For example, if the average closing price of our stock for the 5 business days before the date of commencement of the Exchange Program is $41.21, the option grants eligible for exchange will be those priced at $51.51 or higher. As you may have noticed, the premium above the market price has been increased to 125% from 115% since my last email. We made this change to the program’s floor price because we believed it was necessary in order to obtain shareholder approval.

Exchange Ratio: The exchange ratios of eligible options cancelled to restricted stock rights issued will range from 3-to-1 to 4-to-1, depending on the floor price for exchange and the exercise price of the options being exchanged.

Vesting: Vesting schedules for the newly issued restricted stock rights will range from a minimum of two years to a maximum of four years, depending on the extent to which the eligible options exchanged were vested prior to their cancellation. Even restricted stock rights received in exchange for fully vested options will be subject to the minimum vesting periods.

Legal Notices

The following is important legal information, which we are required by law to include as part of this communication, and we encourage you to read it.

Employees holding EA stock options are strongly advised to read the Offer to Exchange that will be filed on Schedule TO (Tender Offer) and other documents related to the Exchange Program to be filed with the Securities and Exchange Commission when they become available because they will contain important information. Holders of EA stock options may obtain copies of these documents free of charge, when available, at the Securities and Exchange Commission website at www.sec.gov or from EA’s Investor Relations department by calling (650) 628-7352.

EX-99.2

1

Comparing Equity Award Types in the Exchange Offer

July 28, 2006

Comparing Equity Award Types in the Exchange Offer

What’s the Difference?

In Canada, tax

occurs

at

exchange on

value

of

shares,

less

a

50% exemption

(EA to withhold tax in shares from

restricted stock delivered)

•

If 50% or more of the exchanged

options are vested, 2 yrs with 50% per

year vested

•

If less than 50% of the exchanged

options are vested, 3 yrs with

25/25/50% per year vested

•

If exchanged options were granted in

2006, 4 yrs with 25% per year vested

•

For 3 and 4 yr cliff vested grants,

credit is given for elapsed time

Participants in Canada

Actual

stock

price

on

date

of

vesting, less taxes withheld

Actual

shares

of

EA

stock

received at grant that may not be

sold or transferred until vested

Restricted Stock

Appreciation

of

stock

price

after

grant date, subject to vesting, less

taxes withheld

Actual

stock

price

on

date

of

vesting, less taxes withheld

Value

Generally taxed at exercise, but this

varies by country

Generally taxed at vesting, but

this varies by country

(EA will

withhold shares to cover taxes and issue

net shares to employee, except where

prohibited by law)

Tax

implications¹

Vesting varies based on award and

location

•

If 50% or more of the exchanged

options are vested, 2 yrs with 50% per

year vested

•

If less than 50% of the exchanged

options are vested, 3 yrs with

25/25/50% per year vested

•

If exchanged options were granted in

2006, 4 yrs with 25% per year vested

•

For 3 and 4 yr cliff vested grants, credit

is given for elapsed time

•

Vesting/holding periods will differ for

French recipients

Vesting

No stock options will be issued in the

Exchange Program

Participants in a country where

RSUs

are granted (except

Canada)

Eligibility

Opportunity

to

purchase

shares

in

the future at market price as of grant

date after vesting period

Right

to

receive

shares

of

EA

common stock after vesting period

Award Type

Stock Options

Restricted Stock Units

(RSU)

1

We strongly encourage you to consult your own tax advisor prior to participating in the Exchange Program

Exhibit 99.2

2

Comparing Equity Award Types in the Exchange Offer

July 28, 2006

How RSU and Restricted Stock Create Value

(1)

Before tax

(2)

Stock

prices

indicated

above

are

for

illustrative

purposes

only

and

may

not

reflect

the

future

performance

of

EA’s

common

stock

Stock Price on

Grant

Date

(2)

Stock Price at

Vesting

(2)

When

Stock

Price

Rises

$50

$50

Vesting period

Vesting period

$60

$40

$6,000

Total value of RSU or

RS (100 shares x

$60)

$4,000

Total value of RSU

or RS (100 shares x

$40)

100

X

X

100

# of Units

Granted

Employee Can

Receive

(1)

When

Stock

Price

Falls