<SUBMISSION>
<ACCESSION-NUMBER>0001012870-01-500290
<TYPE>8-K/A
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20010406
<ITEMS>5
<ITEMS>7
<FILING-DATE>20010416
<FILER>
<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>
<FILING-VALUES>
<FORM-TYPE>8-K/A
<ACT>34
<FILE-NUMBER>000-24671
<FILM-NUMBER>1603161
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1991 BROADWAY
<STREET2>2ND FLOOR
<CITY>REDWOOD CITY
<STATE>CA
<ZIP>94063
<PHONE>6502160200
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1991 BROADWAY
<STREET2>2ND FLOOR
<CITY>REDWOOD CITY
<STATE>CA
<ZIP>94063
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>GOODNOISE CORP
<DATE-CHANGED>19980626
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>d8ka.txt
<DESCRIPTION>AMENDMENT NO. 1 TO  FORM 8-K
<TEXT>

<PAGE>

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

                              -------------------

                                  FORM 8-K/A

                                CURRENT REPORT

                    Pursuant to section 13 or 15(d) of the
                        Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): April 6, 2001

                                EMusic.com Inc.
            (Exact name of registrant as specified in its charter)


         Delaware                        0-24671                  65-0207877
(State or other jurisdiction of    (Commission File Number)     (IRS Employer
      incorporation)                                         Identification No.)


       1991 Broadway, 2nd Floor
       Redwood City, California                            94063
(Address of principal executive offices)                 (Zip Code)

                                (650) 216-0200
             (Registrant's telephone number, including area code)
<PAGE>

                     INFORMATION TO BE INCLUDED IN REPORT

Item 5.  Other Events.

Attached hereto and incorporated by reference herein is an amended version of
the Introductory Table that was orginally filed with the Form of Stockholders
Agreement as Exhibit 2.2 to the Company's Current Report on Form 8-K, dated
April 10, 2001.

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 via e-mail by contacting EMusic at investor@emusic.com.

Item 7.  Exhibits

99.3  Amended Introductory Table to Form of Stockholders Agreement

<PAGE>

                                  SIGNATURES

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

                                                              EMusic.com Inc.


Date:  April 16, 2001                         By: /s/ Emily Rupp
                                                  ___________________________
                                                  Emily Rupp
                                                  Vice President and
                                                  Chief Financial Officer

<PAGE>

                                 EXHIBIT INDEX
                                 -------------


Exhibit No.      Description
-----------      -----------

    99.3         Amended Introductory Table to Form of Stockholders Agreement

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>2
<FILENAME>dex993.txt
<DESCRIPTION>AMENDED INTRODUCTORY TABLE
<TEXT>

<PAGE>
                                                                    EXHIBIT 99.3


         AMENDED INTRODUCTORY TABLE TO FORM OF STOCKHOLDERS AGREEMENT
         ------------------------------------------------------------


     The following table identifies each of the EMusic stockholders who signed
Stockholders Agreements in the form of this Exhibit and indicates the total
number of shares of EMusic common stock covered by such stockholders'
Stockholders Agreements.  The aggregate outstanding shares beneficially owned by
the identified individuals as of April 6, 2001, the date the Stockholders
Agreements were executed, represented approximately 17% of EMusic's outstanding
shares.


<TABLE>
<CAPTION>
Stockholder                                 Total Shares of Common Stock (1)
-----------                                 --------------------------------
<S>                                         <C>
Peter Astiz (2)                             557,000
Tor Braham (3)                              76,600
James R. Chapman (2)                        793,200
Steve Grady (4)                             686,700
Christopher G. Henger (4)                   433,761
Eugene E. Hoffman, Jr. (3)(4)               3,339,000
Joseph H. Howell (2)                        540,000
Robert H. Kohn (3)                          3,158,500
Ralph Peer II (3)                           348,900
Emily J. Rupp (4)                           337,095
Brett A. Thomas (4)                         1,106,100
Howard A. Tullman (4)                       497,027

TOTAL:                                      11,873,883 SHARES
</TABLE>

(1)  Represents shares of common stock beneficially owned by the named
     individual, as well as shares underlying options held by such person to
     purchase shares of common stock.  Options to purchase shares of common
     stock may not be immediately exercisable.  Further, there can be no
     assurance that the holder of options that are immediately exercisable will
     elect to exercise them.  Excluding shares subject to issuance upon the
     exercise of options, the aggregate number of shares held by the named
     individuals is 7,494,703.

(2)  Former Executive Officer

(3)  Director

(4)  Current Executive Officer
</TEXT>
</DOCUMENT>
</SUBMISSION>
