
<PAGE>

                                                                 EXHIBIT (a)(3)

                         NOTICE OF GUARANTEED DELIVERY

                                      for

                       Tender of Shares of Common Stock

                                      of

                                EMUSIC.COM INC.

                                      to

                          UNIVERSAL ACQUISITION CORP.
                         a wholly owned subsidiary of
                          UNIVERSAL MUSIC GROUP, INC.
                   (Not to Be Used for Signature Guarantees)

  This Notice of Guaranteed Delivery, or a form substantially equivalent
hereto, must be used to accept the Offer (as defined below) (i) if
certificates representing shares of Common Stock, par value $0.001 per share
(the "Shares"), of EMUSIC.COM INC., a Delaware corporation, are not
immediately available, (ii) if the procedure for book-entry transfer cannot be
completed prior to the Expiration Date (as defined in Section 1 of the Offer
to Purchase), or (iii) if time will not permit all required documents to reach
the Depositary prior to the Expiration Date. This Notice of Guaranteed
Delivery or such form may be delivered by hand, transmitted by facsimile
transmission or mailed to the Depositary. See Section 3 of the Offer to
Purchase.

                       The Depositary for the Offer is:

                    American Stock Transfer & Trust Company

<TABLE>
  <S>                       <C>                              <C>
          By Mail:             By Facsimile Transmission:    By Hand or Overnight Courier:
                            (For Eligible Institutions Only)
  American Stock Transfer
             &                                                 American Stock Transfer &
       Trust Company                 (718) 234-5001                  Trust Company
       59 Maiden Lane                                               59 Maiden Lane
  New York, New York 10038      Confirm by Telephone to:       New York, New York 10038

                                     (212) 936-5100
                                     (718) 921-8200
</TABLE>

  Delivery of this Notice of Guaranteed Delivery to an address other than as
set forth above or transmission of instructions via facsimile number other
than as set forth above will not constitute a valid delivery.

  This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an "Eligible
Institution" under the instructions thereto, such signature guarantee must
appear in the applicable space provided in the signature box on the Letter of
Transmittal.
<PAGE>


 Ladies and Gentlemen:

   The undersigned hereby tenders to UNIVERSAL ACQUISITION CORP., a Delaware
 corporation ("Purchaser") and wholly owned subsidiary of UNIVERSAL MUSIC
 GROUP, INC., a California corporation, upon the terms and subject to the
 conditions set forth in Purchaser's Offer to Purchase dated April 20, 2001
 and the related Letter of Transmittal (which together with the Offer to
 Purchase and any amendments and supplements thereto collectively constitute
 the "Offer"), receipt of which is hereby acknowledged, the number of shares
 set forth below of Common Stock, par value $0.001 per share (the "Shares"),
 of EMUSIC.COM INC., a Delaware corporation, pursuant to the guaranteed
 delivery procedures set forth in Section 3 of the Offer to Purchase.

 Number of Shares: __________________________________________________________

 Certificate Nos. (if available): ___________________________________________

 Name(s) of Record Holder(s): _______________________________________________

 ____________________________________________________________________________
                                 (Please Print)

 ____________________________________________________________________________

 Address(es): _______________________________________________________________
                                                                  (Zip Code)
 Area Code and Telephone No.: _______________________________________________

 Check box if Shares will be tendered by book-entry transfer: [_]


 Signature(s): ______________________________________________________________

 ____________________________________________________________________________

 Account Number: ____________________________________________________________

 Dated: _________, 2001


                                       2
<PAGE>


                                   GUARANTEE
                   (Not to Be Used for Signature Guarantees)

   The undersigned, a participant in the Securities Transfer Agents
 Medallion Program, the New York Stock Exchange Medallion Program or the
 Stock Exchange Medallion Program, hereby guarantees to deliver to the
 Depositary either certificates representing the Shares tendered hereby, in
 proper form for transfer, or confirmation of book-entry transfer of such
 Shares into the Depositary's account at The Depository Trust Company, in
 each case with delivery of a properly completed and duly executed Letter
 of Transmittal (or facsimile thereof), with any required signature
 guarantees, or an Agent's Message (as defined in the Offer to Purchase),
 and any other documents required by the Letter of Transmittal, within
 three trading days (as defined in the Offer to Purchase) after the date
 hereof.

   The Eligible Institution that completes this form must communicate the
 guarantee to the Depositary and must deliver the Letter of Transmittal and
 certificates for Shares to the Depositary within the time period set forth
 herein. Failure to do so could result in a financial loss to such Eligible
 Institution.


 Name of Firm: _____________________________________________________________

 ___________________________________________________________________________
                              Authorized Signature

 Address: __________________________________________________________________
                                                                      Zip Code
 Area Code and Telephone No.: ______________________________________________

 Name: _____________________________________________________________________
                                  Please Print

 Title: ____________________________________________________________________

 Dated: ____________, 2001

 NOTE: DO NOT SEND CERTIFICATES FOR SHARES WITH THIS NOTICE. CERTIFICATES
       SHOULD BE SENT ONLY WITH YOUR LETTER OF TRANSMITTAL.


                                       3
