SECURITIES & EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                 SCHEDULE 13G/A*
                                (Amendment No. 2)
                                 (Rule 13d-102)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
           TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
                              PURSUANT TO 13d-2(b)

                                   SAIC, Inc.
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)

                                    78390X101
                                 (CUSIP Number)

                                December 31, 2008
             (Date of event which requires filing of this statement)


     Check the appropriate box to designate the rule pursuant to which this
Schedule 13G is filed:
     [ ]  Rule 13d-1(b)
     [x]  Rule 13d-1(c)
     [ ]  Rule 13d-1(d)





                               (Page 1 of 9 Pages)
----------------
     *The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.

     The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).





CUSIP No. 78390X101                13G                    Page 2 of 9 Pages

-----------------------------------------------------------------------------
     (1)    NAMES OF REPORTING PERSONS
            I.R.S. IDENTIFICATION NO.
            OF ABOVE PERSONS (ENTITIES ONLY)
                                                        Eminence Capital, LLC
-----------------------------------------------------------------------------
     (2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
                                                                  (a)  [ ]
                                                                  (b)  [x]
-----------------------------------------------------------------------------
     (3)    SEC USE ONLY
-----------------------------------------------------------------------------
     (4)    CITIZENSHIP OR PLACE OF ORGANIZATION
                            New York
-----------------------------------------------------------------------------
NUMBER OF      (5)  SOLE VOTING POWER
                                                0
SHARES         ______________________________________________________________

BENEFICIALLY   (6)  SHARED VOTING POWER
                                                3,904,197
OWNED BY       ______________________________________________________________

EACH           (7)  SOLE DISPOSITIVE POWER
                                                0
REPORTING      ______________________________________________________________

PERSON WITH    (8)  SHARED DISPOSITIVE POWER
                                                3,904,197
-----------------------------------------------------------------------------
     (9)    AGGREGATE AMOUNT BENEFICIALLY OWNED
            BY EACH REPORTING PERSON
                                                3,904,197
-----------------------------------------------------------------------------
     (10)   CHECK BOX IF THE AGGREGATE AMOUNT
            IN ROW (9) EXCLUDES CERTAIN SHARES **                       [ ]
-----------------------------------------------------------------------------
     (11)   PERCENT OF CLASS REPRESENTED
            BY AMOUNT IN ROW (9)
                                                1.9%
-----------------------------------------------------------------------------
     (12)   TYPE OF REPORTING PERSON **
                                                IA
-----------------------------------------------------------------------------
                     ** SEE INSTRUCTIONS BEFORE FILLING OUT!





SRZ-10835250.1



CUSIP No. 78390X101                13G                    Page 3 of 9 Pages

-----------------------------------------------------------------------------
     (1)    NAMES OF REPORTING PERSONS
            I.R.S. IDENTIFICATION NO.
            OF ABOVE PERSONS (ENTITIES ONLY)
                                                             Eminence GP, LLC
-----------------------------------------------------------------------------
     (2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
                                                                  (a)  [ ]
                                                                  (b)  [x]
-----------------------------------------------------------------------------
     (3)    SEC USE ONLY
-----------------------------------------------------------------------------
     (4)    CITIZENSHIP OR PLACE OF ORGANIZATION
                            New York
-----------------------------------------------------------------------------
NUMBER OF      (5)  SOLE VOTING POWER
                                                0
SHARES         ______________________________________________________________

BENEFICIALLY   (6)  SHARED VOTING POWER
                                                1,840,040
OWNED BY       ______________________________________________________________

EACH           (7)  SOLE DISPOSITIVE POWER
                                                0
REPORTING      ______________________________________________________________

PERSON WITH    (8)  SHARED DISPOSITIVE POWER
                                                1,840,040
-----------------------------------------------------------------------------
     (9)    AGGREGATE AMOUNT BENEFICIALLY OWNED
            BY EACH REPORTING PERSON
                                                1,840,040
-----------------------------------------------------------------------------
     (10)   CHECK BOX IF THE AGGREGATE AMOUNT
            IN ROW (9) EXCLUDES CERTAIN SHARES **                       [ ]
-----------------------------------------------------------------------------
     (11)   PERCENT OF CLASS REPRESENTED
            BY AMOUNT IN ROW (9)
                                                0.9%
-----------------------------------------------------------------------------
     (12)   TYPE OF REPORTING PERSON **
                                                OO
-----------------------------------------------------------------------------
                     ** SEE INSTRUCTIONS BEFORE FILLING OUT!





CUSIP No. 78390X101                13G                    Page 4 of 9 Pages

-----------------------------------------------------------------------------
     (1)    NAMES OF REPORTING PERSONS
            I.R.S. IDENTIFICATION NO.
            OF ABOVE PERSONS (ENTITIES ONLY)
                                                             Ricky C. Sandler
-----------------------------------------------------------------------------
     (2)    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
                                                                  (a)  [ ]
                                                                  (b)  [x]
-----------------------------------------------------------------------------
     (3)    SEC USE ONLY
-----------------------------------------------------------------------------
     (4)    CITIZENSHIP OR PLACE OF ORGANIZATION
                            United States
-----------------------------------------------------------------------------
NUMBER OF      (5)  SOLE VOTING POWER
                                                3,400
SHARES         ______________________________________________________________

BENEFICIALLY   (6)  SHARED VOTING POWER
                                                3,904,197
OWNED BY       ______________________________________________________________

EACH           (7)  SOLE DISPOSITIVE POWER
                                                3,400
REPORTING      ______________________________________________________________

PERSON WITH    (8)  SHARED DISPOSITIVE POWER
                                                3,904,197
-----------------------------------------------------------------------------
     (9)    AGGREGATE AMOUNT BENEFICIALLY OWNED
            BY EACH REPORTING PERSON
                                                3,907,597
-----------------------------------------------------------------------------
     (10)   CHECK BOX IF THE AGGREGATE AMOUNT
            IN ROW (9) EXCLUDES CERTAIN SHARES **                       [ ]
-----------------------------------------------------------------------------
     (11)   PERCENT OF CLASS REPRESENTED
            BY AMOUNT IN ROW (9)
                                                1.9%
-----------------------------------------------------------------------------
     (12)   TYPE OF REPORTING PERSON **
                                                IN
-----------------------------------------------------------------------------
                     ** SEE INSTRUCTIONS BEFORE FILLING OUT!





CUSIP No. 78390X101                13G                    Page 5 of 9 Pages

The  Schedule G initially  filed on April 20,  2007 and amended on February  14,
2008, is hereby amended and restated by this Amendment No. 2 to the Schedule G.

Item 1(a).     Name of Issuer:

     The name of the issuer is SAIC, Inc. (the "Company").

Item 1(b).     Address of Issuer's Principal Executive Offices:

     The Company's principal executive offices are located at 10260 Campus Point
Drive, San Diego, California 92121

Item 2.     Name of Person Filing:

     This  statement  is  filed  on  behalf  of  each of the  following  persons
(collectively, the "Reporting Persons"):

(i) Eminence  Capital,  LLC, a New York  limited  liability  company  ("Eminence
Capital");

(ii) Eminence GP, LLC, a New York limited liability company ("Eminence GP"); and

(iii) Ricky C. Sandler, a U.S. Citizen ("Mr. Sandler").


(a) This  statement  relates  to Shares of Common  Stock as defined in Item 2(d)
below  held for the  accounts  of:  Eminence  Partners,  LP, a New York  limited
partnership  ("Eminence  I");  Eminence  Partners  II,  LP, a New  York  limited
partnership  ("Eminence  II");  Eminence  Long  Alpha,  LP, a  Delaware  limited
partnership  ("ELA") and Eminence  Leveraged Long Alpha,  LP, a Delaware limited
partnership  ("ELLA" and  together  with  Eminence I,  Eminence II, and ELA, the
"Partnerships");  as well as Eminence Long Alpha Master Fund,  Ltd. and Eminence
Leveraged  Long Alpha  Master  Fund,  Ltd.  (the  "Offshore  Master  Funds") and
Eminence Fund, Ltd. ("Eminence  Offshore"),  each a Cayman Islands company,  and
collectively  referred to as the "Offshore  Funds").  The  Partnerships  and the
Offshore Funds are collectively referred to as the "Eminence Funds".

Eminence  Capital  serves as the  investment  manager to the Eminence Funds with
respect to the shares of Common Stock  directly  owned by the Eminence Funds and
may be deemed to have voting and dispositive  power over the Shares held for the
accounts of the Eminence Funds.

Eminence GP serves as general  partner or manager  with respect to the shares of
Common Stock directly owned by the  Partnerships  and the Offshore Master Funds,
respectively,  and may be deemed to have voting and  dispositive  power over the
Shares held for the accounts of the Partnerships and the Offshore Master Funds.

Ricky C. Sandler is the Managing Member of each Eminence Capital and Eminence GP
and may be deemed to have  voting  and  dispositive  power  with  respect to the
Shares of Common Stock directly owned by the Eminence  Funds,  and  individually
with respect to certain  family  accounts and other related  accounts over which
Mr. Sandler has investment discretion.





CUSIP No. 78390X101                13G                    Page 6 of 9 Pages

Item 2(b).     Address of Principal Business Office or, if None, Residence:

     The  address  of  the  principal  business  and  principal  office  of  the
Partnerships,  Eminence GP and the  Investment  Manager is 65 East 55th  Street,
25th Floor,  New York, NY 10022.  The business address of Mr. Sandler is 65 East
55th Street, 25th Floor, New York, NY 10022.

Item 2(c).     Citizenship:

    (i) Eminence Capital, a New York limited liability company;

   (ii) Eminence GP, a New York limited liability company; and

  (iii) Mr. Sandler, is a United States Citizen.

Item 2(d).     Title of Class of Securities:
     Common stock, par value $0.0001 per share (the "Common Stock").

Item 2(e).     CUSIP Number:  78390X101

Item 3. If this  statement  is filed  pursuant to Rules  13d-1(b) or 13d-2(b) or
(c), check whether the person filing is a:

          (a) [ ]  Broker or dealer registered under Section 15 of the
                   Act,

          (b) [ ]  Bank as defined in Section 3(a)(6) of the Act,

          (c) [ ]  Insurance Company as defined in Section 3(a)(19) of
                   the Act,

          (d) [ ]  Investment Company registered under Section 8 of the
                   Investment Company Act of 1940,

          (e) [ ]  Investment Adviser in accordance with Rule
                   13d-1(b)(1)(ii)(E),

          (f) [ ]  Employee Benefit Plan or Endowment Fund in accordance
                   with Rule 13d-1 (b)(1)(ii)(F),

          (g) [ ]  Parent Holding Company or control person in accordance
                   with Rule 13d-1 (b)(1)(ii)(G),

          (h) [ ]  Savings Association as defined in Section 3(b) of the
                   Federal Deposit Insurance Act,

          (i) [ ]  Church Plan that is excluded from the definition of an
                   investment company under Section 3(c)(14) of the
                   Investment Company Act of 1940,

          (j) [ ]  Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

     Not applicable





CUSIP No. 78390X101                13G                    Page 7 of 9 Pages

Item 4.   Ownership.

      A. Eminence Capital, LLC
      (a) Amount beneficially owned: 3,904,197
      (b) Percent of class: 1.9%. The percentages used herein and in the rest of
Item 4 are calculated based upon the 202,726,882 shares of Common Stock
outstanding at November 21, 2008, as set forth in the Company's Form 10-Q for
the quarterly period ended October 31, 2008.
      (c)    (i)   Sole power to vote or direct the vote: 0
             (ii)  Shared power to vote or direct the vote: 3,904,197
             (iii) Sole power to dispose or direct the disposition: 0
             (iv)  Shared power to dispose or direct the disposition: 3,904,197

      B. Eminence GP, LLC
      (a) Amount beneficially owned: 1,814,040
      (b) Percent of class: 0.9%
      (c)    (i)   Sole power to vote or direct the vote: 0
             (ii)  Shared power to vote or direct the vote: 1,814,040
             (iii) Sole power to dispose or direct the disposition: 0
             (iv)  Shared power to dispose or direct the disposition: 1,814,040


      C. Ricky C. Sandler
      (a) Amount beneficially owned: 3,907,597
      (b) Percent of class: 1.9%
      (c)    (i)   Sole power to vote or direct the vote: 3,400
             (ii)  Shared power to vote or direct the vote: 3,904,197
             (iii) Sole power to dispose or direct the disposition: 3,400
             (iv)  Shared power to dispose or direct the disposition: 3,904,197



Item 5.   Ownership of Five Percent or Less of a Class.

     If this  statement  is being  filed to report  the fact that as of the date
hereof the reporting  person has ceased to be the beneficial  owner of more than
five percent of the class of securities, check the following: [X]

Item 6.   Ownership of More than Five Percent on Behalf of Another Person.

     Not applicable





CUSIP No. 78390X101                13G                    Page 8 of 9 Pages

Item 7.   Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.

     Not Applicable.

Item 8.   Identification and Classification of Members of the Group.

     Not Applicable.

Item 9.   Notice of Dissolution of Group.

     Not Applicable.

Item 10.  Certification.

     Each of the Reporting Persons hereby makes the following certification:

          By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.





CUSIP No. 78390X101                13G                    Page 9 of 9 Pages

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.


DATED:  February 17, 2009

                                    /s/ Ricky C. Sandler
                                    ---------------------
                                    Ricky C. Sandler, individually, and as
                                    Managing Member of
                                    Eminence Capital, LLC,
                                       and as
                                    Managing Member of
                                    Eminence GP, LLC