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

                                    FORM 15

     CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
  12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
  REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                                 Commission File Number  0-24671
                                                                        --------

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


           1991 Broadway, 2nd Floor, Redwood City, California 94063
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             (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)


                   Common Stock, par value $0.001 per share
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           (Title of each class of securities covered by this Form)


                                     None
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             (Titles of all other classes of securities for which
         a duty to file reports under Section 13(a) or 15(d) remains)


     Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:


     Rule 12g-4(a)(1)(i)        [x]         Rule 12h-3(b)(1)(i)        [x]
     Rule 12g-4(a)(1)(ii)       [ ]         Rule 12h-3(b)(1)(ii)       [ ]
     Rule 12g-4(a)(2)(i)        [ ]         Rule 12h-3(b)(2)(i)        [ ]
     Rule 12g-4(a)(2)(ii)       [ ]         Rule 12h-3(b)(2)(ii)       [ ]
                                            Rule 15d-6                 [ ]


     Approximate number of holders of record as of the certification or notice
date:   1

     Pursuant to the requirements of the Securities Exchange Act of 1934,
EMusic.com Inc. has caused this certification/notice to be signed on its behalf
by the undersigned duly authorized person.

Date: June 14, 2001                      By: /s/ Gene Hoffman, Jr.
                                             ---------------------------
                                             Gene Hoffman, Jr.
                                             Chief Executive Officer

