UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 3)*


                                   SAIC, Inc.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                         Common Stock, $0.0001 par value
--------------------------------------------------------------------------------
                         (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
is filed:

      |_|   Rule 13d-1(b)
      |X|   Rule 13d-1(c)
      |_|   Rule 13d-1(d)

------------
*     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 on the remainder of this cover page shall not be deemed
to be "filed" for the purpose 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).


                               Page 1 of 6 Pages


----------------------------
CUSIP No. 78390X101
----------------------------

--------------------------------------------------------------------------------
1     NAME OF REPORTING PERSONS

      Mason Capital Management LLC, in its capacity as investment manager
      for certain investment funds and managed accounts
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2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) |_|
                                                                         (b) |X|
--------------------------------------------------------------------------------
3     SEC USE ONLY


--------------------------------------------------------------------------------
4     CITIZENSHIP OR PLACE OF ORGANIZATION

      Delaware
--------------------------------------------------------------------------------
NUMBER OF               5     SOLE VOTING POWER
SHARES
BENEFICIALLY                  -0-
OWNED BY                --------------------------------------------------------
EACH                    6     SHARED VOTING POWER
REPORTING
PERSON WITH                   -0-
                        --------------------------------------------------------
                        7     SOLE DISPOSITIVE POWER

                              -0-
                        --------------------------------------------------------
                        8     SHARED DISPOSITIVE POWER

                              -0-
--------------------------------------------------------------------------------
9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      -0-
--------------------------------------------------------------------------------
10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

                                                                             |_|
--------------------------------------------------------------------------------
11    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

      0%
--------------------------------------------------------------------------------
12    TYPE OF REPORTING PERSON*

      PN
--------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT


                               Page 2 of 6 Pages


                                  SCHEDULE 13G

ITEM 1(a).  NAME OF ISSUER:

            SAIC, Inc.

ITEM 1(b).  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

            10260 Campus Point Drive
            San Diego, CA 92121

ITEM 2(a).  NAME OF PERSON FILING:

            This Schedule is being filed by Mason Capital Management LLC ("Mason
            Management"), a Delaware limited liability company, with respect to
            shares of Common Stock directly owned by Mason Capital, LP ("Mason
            Capital LP"), a Delaware limited partnership; Mason Capital, Ltd.
            ("Mason Capital Ltd"), a corporation organized under the laws of the
            Cayman Islands; and certain other funds and accounts (the "Managed
            Accounts").

            Mason Management is the investment manager of each of Mason Capital
            LP, Mason Capital Ltd and the Managed Accounts, and Mason Management
            may be deemed to have beneficial ownership over the shares of Common
            Stock reported in this Schedule by virtue of the authority granted
            to Mason Management by Mason Capital LP, Mason Capital Ltd and the
            Managed Accounts to vote and dispose of such shares.

ITEM 2(b).  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

            The address of each of Mason Management, Mason Capital LP and Mason
            Capital Ltd, for purposes of this filing, is:

            110 East 59th Street
            New York, New York 10022

ITEM 2(c).  CITIZENSHIP:

            The place of organization of Mason Management is Delaware.

ITEM 2(d).  TITLE OF CLASS OF SECURITIES:

            Common Stock, $0.0001 par value


                               Page 3 of 6 Pages


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:

            Not applicable

ITEM 4.(a),
(b) AND (c) OWNERSHIP.

            Provide the following information regarding the aggregate number and
            percentage of the class of securities of the issuer identified in
            Item 1.

            (a)   Amount beneficially owned: -0-.

            (b)   Percent of class: 0%.

            (c)   Number of shares as to which such person has:

                  (i)   Sole power to vote or direct the vote -0-.

                  (ii)  Shared power to vote or direct the vote -0-.

                  (iii) Sole power to dispose or direct the disposition of -0-.

                  (iv)  Shared power to dispose or direct the disposition of
                        -0-.

            The number of shares beneficially owned as of December 31, 2008 and
            the percentage of outstanding shares represented thereby, for Mason
            Management have been computed in accordance with Rule 13d-3 under
            the Securities Exchange Act of 1934, as amended. The percentage of
            ownership described above is based on 202,726,882 shares of Common
            Stock outstanding as of November 21, 2008, as reported in the
            issuer's Quarterly Report on Form 10-Q filed with the Securities and
            Exchange Commission on December 10, 2008.

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|.


                               Page 4 of 6 Pages


ITEM 6.     OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

            The right to receive dividends from, or the proceeds from the sale
            of, all shares of Common Stock reported in this statement as
            beneficially owned by Mason Management is held by Mason Capital LP,
            Mason Capital Ltd or the Managed Accounts, as the case may be, all
            of which are the advisory clients of Mason Management. To the
            knowledge of Mason Management, none of these advisory clients holds
            such right with respect to more than five percent of the outstanding
            Common Stock. Mason Management itself disclaims beneficial ownership
            of all shares of Common Stock reported in this statement pursuant to
            Rule 13d-4 under the Securities Exchange Act of 1934, as amended.

ITEM 7.     IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
            THE SECURITIES BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR
            CONTROL PERSON.

            Not applicable.

ITEM 8.     IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

            Not applicable.

ITEM 9.     NOTICE OF DISSOLUTION OF GROUP.

            Not applicable.


                               Page 5 of 6 Pages


ITEM 10. 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.


                                    SIGNATURE

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

Dated: February 17, 2009

                                             MASON CAPITAL MANAGEMENT LLC


                                             /s/ John Grizzetti
                                             ----------------------------
                                             John Grizzetti
                                             Chief Financial Officer


                               Page 6 of 6 Pages