<SUBMISSION>
<ACCESSION-NUMBER>0001012870-01-500165
<TYPE>SC14D9C
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<COMPANY-DATA>
<CONFORMED-NAME>EMUSIC COM INC
<CIK>0001065013
<ASSIGNED-SIC>3652
<IRS-NUMBER>650207877
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
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<ACT>34
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<BUSINESS-ADDRESS>
<STREET1>1991 BROADWAY
<STREET2>2ND FLOOR
<CITY>REDWOOD CITY
<STATE>CA
<ZIP>94063
<PHONE>6502160200
</BUSINESS-ADDRESS>
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<STREET1>1991 BROADWAY
<STREET2>2ND FLOOR
<CITY>REDWOOD CITY
<STATE>CA
<ZIP>94063
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<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>GOODNOISE CORP
<DATE-CHANGED>19980626
</FORMER-COMPANY>
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<CONFORMED-NAME>EMUSIC COM INC
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<STREET1>1991 BROADWAY
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<CITY>REDWOOD CITY
<STATE>CA
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<PHONE>6502160200
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1991 BROADWAY
<STREET2>2ND FLOOR
<CITY>REDWOOD CITY
<STATE>CA
<ZIP>94063
</MAIL-ADDRESS>
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<FORMER-CONFORMED-NAME>GOODNOISE CORP
<DATE-CHANGED>19980626
</FORMER-COMPANY>
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<DOCUMENT>
<TYPE>SC14D9C
<SEQUENCE>1
<FILENAME>dsc14d9c.txt
<DESCRIPTION>SCHEDULE 14D9-C
<TEXT>

<PAGE>

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


                                 UNITED STATES
                       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

                                EMUSIC.COM INC.
                           (Name of Subject Company)

                                EMUSIC.COM INC.
                      (Names of Persons Filing Statement)

                    COMMON STOCK, PAR VALUE $.001 PER SHARE
                        (Title of Class of Securities)

                                   292476108
                     (CUSIP Number of Class of Securities)

                               Gene Hoffman, Jr.
                     President and Chief Executive Officer
                           1991 Broadway, 2nd Floor
                        Redwood City, California 94063
                                (650) 216-0200
     (Name, address, and telephone numbers of person authorized to receive
     notices and communications on behalf of the persons filing statement)

                                With copies to:

                              Henry Lesser, Esq.
                               Andrew Zeif, Esq.
                       Gray Cary Ware & Freidenrich, LLP
                              400 Hamilton Avenue
                          Palo Alto, California 94301
                                (650) 833-2000

[X]  Check the box if filing relates solely to preliminary communications made
     before the commencement of a tender offer.


<PAGE>

Preliminary communication filed as Exhibit 1 to this Schedule and incorporated
herein by reference: press release, dated April 9, 2001, regarding the proposed
transaction between EMusic.com Inc. and Universal Music Group, Inc.

Also included herein for completeness, and filed herein as Exhibit 2 and
incorporated by reference herein, is a press release issued by Emusic on April
5, 2001, announcing a letter of intent contemplating the transaction provided
for in the definitive merger agreement, the status of EMusic's NASDAQ listing
and EMusic's preliminary financial results for the third quarter.

EMusic security holders and any potential investors in EMusic are advised to
carefully read the tender offer statement on Schedule TO, the
solicitation/recommendation statement on Schedule 14D-9 and any other documents
EMusic or Universal Music Group files with the Securities and Exchange
Commission in connection with the proposed tender offer or merger when they
become available because they will contain important information about the
proposed transaction. Investors and security holders may obtain free copies of
these documents (when available) and other documents filed by EMusic at the
SEC's website at www.sec.gov. These documents (when available) may also be
obtained for free by contacting Emily Rupp, (650) 216-0280, at EMusic.com.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>dex1.txt
<DESCRIPTION>PRESS RELEASE DATED APRIL 9, 2001
<TEXT>

<PAGE>

                                                                       Exhibit 1


               UNIVERSAL MUSIC GROUP TO ACQUIRE EMUSIC.COM INC.

EMusic's Downloadable Music Subscription Service & RollingStone.com Web Property
                         to Join Universal Music Group


LOS ANGELES and REDWOOD CITY, Calif. -- April 9, 2001 -- Universal Music Group
and EMusic.com Inc. (Nasdaq: EMUS) today jointly announced that they have signed
a definitive merger agreement.  Under this agreement, Universal Music Group will
commence a cash tender offer to acquire all of EMusic's outstanding shares at a
price of $0.57 per share.  Any shares not purchased in the tender offer will be
converted into the same cash price in a subsequent merger.

"EMusic represents a tremendous group of assets that appeal to a wide range of
music fans, including the popular RollingStone.com and DownBeat.com brands and a
deep catalog of digital music," commented Larry Kenswil, president, eLabs,
Universal Music Group.  "We feel that EMusic complements Universal's other
digital and Internet initiatives and we look forward to joining with them to
offer music lovers more and more compelling online destinations and
experiences."

EMusic's board of directors has unanimously approved the transaction and
directors and current and former officers who beneficially own an aggregate of
approximately 17 percent of the company's outstanding shares have each
individually agreed to tender their shares.  The EMusic board has received an
opinion from Allen & Co. Incorporated that, as of the date of the merger
<PAGE>

agreement, the consideration to be received by EMusic's stockholders in the
transaction was fair to those stockholders from a financial point of view.

"We believe that this transaction is in the best interests of our stockholders,"
said Gene Hoffman, EMusic president and CEO.  "The addition of EMusic and
RollingStone.com to Universal Music Group has some very exciting potential for
online music fans."

The tender offer will commence on or prior to April 20, 2001 and will be made
only by an offer to purchase and other offering and solicitation documents,
copies of which will be filed with the Securities and Exchange Commission (SEC)
and mailed to EMusic stockholders.

The obligation of Universal to complete the tender offer will be conditioned on
a minimum tender of shares representing a majority of EMusic's fully diluted
shares.  In addition, the offer will be conditioned on EMusic having cash and
marketable securities (after deduction for estimated transaction costs) of a
minimum of $5 million on April 30, 2001, reducing by no more than approximately
$48,000 for each day thereafter until the offer closes.  Either party can
terminate the agreement if the offer is not completed by June 25, 2001.

The transaction is subject to other customary conditions.  It is not subject to
the waiting period requirements of the Hart-Scott-Rodino Antitrust Improvement
Act of 1976.

On April 5, 2001, in a press release announcing a letter of intent contemplating
the transaction now provided for in the subsequent definitive agreement, EMusic
reported on the status of its Nasdaq listing and its preliminary financial
results for the third quarter.  Investors are referred to that release --
http://www.emusic.com/about/pr/pr160.html -- in connection with today's
announcement.


About EMusic
<PAGE>

Since it was founded in January 1998, EMusic has established itself at the
forefront of how music will be discovered, delivered and enjoyed in the next
decade.  In addition to having the Internet's leading downloadable music
subscription service, EMusic operates one of the most popular families of music-
oriented Web sites -- including RollingStone.com, EMusic.com and DownBeat.com.
The company is based in Redwood City, California, with regional offices in
Chicago, Los Angeles and New York.

EMusic.com (http://www.EMusic.com) is a revolutionary new music discovery
service that allows fans to easily download high-quality music files for one low
monthly fee.  Through direct relationships with leading artists and licensing
agreements with over 700 independent record labels, EMusic.com offers an
expanding collection of over 165,000 tracks.

RollingStone.com (http://www.RollingStone.com) is the ultimate online resource
for music, entertainment and popular culture. Through an exclusive, long-term
licensing relationship with Rolling Stone magazine, the site leverages the
magazine's legendary archives and offers thousands of personal profiles on the
hottest musicians and Hollywood celebrities, an extensive collection of
exclusive photos, on-demand videos, digital music downloads, and the latest news
and reviews.

About Universal Music Group

Universal Music Group is the world's leading music company with wholly-owned
record operations or licensees in 63 countries around the world. Its businesses
also include Universal Music Publishing Group, one of the industry's largest
global music publishing operations. Universal Music Group consists of record
labels A&M Records, Decca Record Company, Deutsche Grammophon, Geffen Records,
Interscope Records, Island Def Jam Music Group, Jimmy and Doug's Farmclub.com,
MCA Nashville, MCA Records, Mercury Records, Motown Records, Philips, Polydor,
Universal Records, and Verve Music Group as well as a multitude of record labels
owned or distributed by its record company subsidiaries around the world. The
Universal Music Group owns the most extensive catalog of music in the industry
which is marketed through two distinct divisions, Universal Music Enterprises
(in the U.S.) and UM3 (outside the U.S.).
<PAGE>

Universal Music Group is a unit of Vivendi Universal, a global media and
communications company.


            Availability of SEC Tender Offer and Other Information

EMusic security holders and any potential investors in EMusic securities are
advised to carefully read the tender offer statement on Schedule TO to be filed
by Universal with the SEC, the solicitation/recommendation statement on Schedule
14D-9 to be filed by EMusic with the SEC and all other documents filed by either
company with the SEC in connection with the proposed tender offer and/or merger
when they become available. Those documents will contain important information
about the proposed transaction.  Security holders and potential investors may
obtain free copies of those documents (when available), as well as other
documents filed by EMusic at the SEC's website at http://www.sec.gov.  These
documents will also be made available to all stockholders of EMusic at no
expense to them by submitting a request to Investor Relations at EMusic.


                                     # # #


EMUSIC is a registered trademark and EMUSIC.COM is a trademark of EMusic.com
Inc.

Any forward-looking statements contained in this release involve a number of
uncertainties, risks and other factors which may cause the actual results,
performance or achievements expressed or implied by such forward-looking
statements to materially differ.  Factors that could cause actual events or
results to differ materially include, among others, whether the conditions to
Universal's obligations under the merger agreement are satisfied, changes in the
Nasdaq listing status of the Company, changes during the course of the
finalization of the Company's reported results for the quarter ended March 31,
2001 and those other factors set forth in the Company's SEC reports.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>dex2.txt
<DESCRIPTION>PRESS RELEASE DATED APRIL 5, 2001
<TEXT>

<PAGE>

                                                                       Exhibit 2


                     EMUSIC.COM ANNOUNCES LETTER OF INTENT
                        FOR ACQUISITION OF THE COMPANY

      Company Announces Preliminary Financial Results for March Quarter;
                  Expects to Receive Nasdaq De-Listing Notice


REDWOOD CITY, Calif. -- April 5, 2001 -- EMusic.com Inc. (Nasdaq: EMUS), the
Internet's leading downloadable music subscription service, today announced that
it has entered into a non-binding letter of intent to be acquired by a major
publicly-held media company in a cash transaction.  The proposed acquisition
price is $0.57 per fully diluted share.

Completion of the transaction is subject to customary conditions, including
satisfactory completion of due diligence reviews, the negotiation and execution
of definitive agreements, Board approvals and satisfaction of all regulatory
requirements.  There can be no assurance that the parties will finalize or
execute such definitive agreements, that the terms of such agreements may not be
materially different than set forth in the letter of intent or that if
definitive agreements are executed, the transaction will be consummated.

As part of the letter of intent, EMusic has agreed to a short period of
exclusive negotiations during which it will not engage in discussions regarding
an acquisition of the Company with any other party.  EMusic has no current plans
to discuss additional details regarding these negotiations until a final outcome
has been reached.
<PAGE>

Preliminary Financial Results for the Third Quarter

EMusic also announced that it expects to report revenues for the quarter ended
March 31, 2001 of approximately $4.2 million.  The company expects to report
music revenues for the quarter of approximately $2.2 million, up from $1.7
million in the quarter ended December 31, 2001.  EMusic finished the quarter
with over 10,000 active paying subscribers to its MP3 music service, up from
4,500 at the end of the December quarter -- and higher than the 8,000 originally
anticipated by the company at the time of its last earnings call.  Active paying
subscribers do not include any subscribers in trial or promotional programs.
EMusic expects to report advertising revenues of approximately $2.0 million,
down from $3.0 million for the quarter ended December 31, 2001 as the company
continued to experience the impact of the depressed online advertising market.
EMusic had approximately $10.9 million in cash and short-term investments as of
March 31, 2001.

"Despite the obviously challenging business environment, we are extremely
pleased with the continued strong growth of our downloadable music subscription
service," said Gene Hoffman, EMusic president and CEO.  "With our EMusic.com and
RollingStone.com Web sites, our company has taken a recognized leadership
position in online music, a market that continues to generate great excitement
and interest among both vendors and consumers alike."

Nasdaq Listing

EMusic also reported that it expects to receive a Nasdaq Staff Determination
indicating that it has failed to comply with the minimum bid price requirement
for continued listing set forth in Marketplace Rule 4450(a)(5) and that its
securities are, therefore, subject to de-listing from The Nasdaq National
Market.  Upon receipt of such letter, EMusic intends to request a hearing before
the Nasdaq Listing Qualifications Panel to review the Staff Determination, and
there can be no assurance that the Panel will grant the Company's request for
continued listing.  Under Nasdaq's rules, the Company's common stock will
continue to trade on The Nasdaq National Market pending the outcome of the
hearing.
<PAGE>

About EMusic

Since it was founded in January 1998, EMusic has established itself at the
forefront of how music will be discovered, delivered and enjoyed in the next
decade.  In addition to having the Internet's leading downloadable music
subscription service, EMusic operates one of the most popular families of music-
oriented Web sites -- including RollingStone.com, EMusic.com and DownBeat.com.
The company is based in Redwood City, California, with regional offices in
Chicago, Los Angeles and New York.

                                     # # #


EMUSIC is a registered trademark and EMUSIC.COM is a trademark of EMusic.com
Inc.

Any forward-looking statements contained in this release involve a number of
uncertainties, risks and other factors which may cause the actual results,
performance or achievements expressed or implied by such forward-looking
statements to materially differ.  Factors that could cause actual events or
results to differ materially include, among others, whether and on what terms,
an agreement is reached regarding a sale of the Company, changes in the Nasdaq
listing status of the Company, changes during the course of the finalization of
the Company's reported results for the quarter ended March 31, 2001 and those
other factors set forth in the Company's S.E.C. reports.
</TEXT>
</DOCUMENT>
</SUBMISSION>
