SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934


                                            
          FOR THE FISCAL YEAR ENDED                       COMMISSION FILE NUMBER:
              December 31, 1993                                   1-5237


                                E-SYSTEMS, INC.

              Registrant's telephone number, including area code:
                                 (214) 661-1000

                                AMENDMENT NO. 1

    The  undersigned  registrant hereby  amends  the following  items, financial
statements, exhibits or other portions of its 1993 Annual Report on Form 10-K as
set forth herein.

    Exhibit No. 99: -- Report  on Form 11-K for the  fiscal year ended 1993  for
    the E-Systems, Inc. Tax Advantaged Capital Accumulation Plan.

    Pursuant  to the  requirements of the  Securities Exchange Act  of 1934, the
Registrant has duly  caused this amendment  to be  signed on its  behalf by  the
undersigned, thereunto duly authorized.

                                                     E-SYSTEMS, INC.
                                                       (Registrant)

                                          By: ______/s/_JAMES W. CROWLEY________
                                                     James W. Crowley
                                                VICE PRESIDENT, SECRETARY
                                                   AND GENERAL COUNSEL

DATE: April 29, 1994