<SUBMISSION>
<ACCESSION-NUMBER>0000898430-01-500680
<TYPE>SC TO-T/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20010518
<GROUP-MEMBERS>UNIVERSAL ACQUISITION CORP
<GROUP-MEMBERS>UNIVERSAL MUSIC GROUP INC
<SUBJECT-COMPANY>
<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>SC TO-T/A
<ACT>34
<FILE-NUMBER>005-56073
<FILM-NUMBER>1643836
</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>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>UNIVERSAL MUSIC GROUP INC
<CIK>0001137880
<ASSIGNED-SIC>
<IRS-NUMBER>954601792
<STATE-OF-INCORPORATION>CA
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC TO-T/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2220 COLORADO AVENUE
<CITY>SANTA MONICA
<STATE>CA
<ZIP>90404
<PHONE>3108655000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2220 COLORADO AVENUE
<CITY>SANTA MONICA
<STATE>CA
<ZIP>90404
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC TO-T/A
<SEQUENCE>1
<FILENAME>dsctota.txt
<DESCRIPTION>SCHEDULE TO AMENDMENT #2
<TEXT>

<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                 SCHEDULE TO/A
                                (RULE 14d-100)

                     TENDER OFFER STATEMENT UNDER SECTION
          14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 2)

                                EMUSIC.COM, INC.
                       (Name of Subject Company (Issuer))

                     UNIVERSAL ACQUISITION CORP. (OFFEROR)
                  UNIVERSAL MUSIC GROUP, INC. (OFFEROR PARENT)
      (Names of Filing Persons (identifying status as offeror, issuer or
                                other person))

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
                         (Title of Class of Securities)

                                   292476108
                     (CUSIP Number of Class of Securities)

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

                               LAWRENCE KENSWIL
                                PRESIDENT, ELABS
                             UNIVERSAL MUSIC GROUP
                        2220 COLORADO AVENUE, 6TH FLOOR
                        SANTA MONICA, CALIFORNIA  90404
                           TELEPHONE: (310) 865-5000
(Name, address and telephone number of person authorized to receive notices and
                  communications on behalf of filing persons)

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

                                   COPY TO:
                              RUTH E. FISHER, ESQ.
                             KEVIN S. MASUDA, ESQ.
                          MUNGER, TOLLES & OLSON, LLP
                            355 SOUTH GRAND AVENUE
                             LOS ANGELES, CA  90071
                           TELEPHONE: (213) 683-9100

                                ---------------
<PAGE>

                           CALCULATION OF FILING FEE

TRANSACTION VALUATION*                                      AMOUNT OF FILING FEE
--------------------------------------------------------------------------------

  $36,364,204                                                      $7,273

--------------------------------------------------------------------------------
* Estimated for purposes of calculating the amount of filing fee only. The
amount assumes the purchase of a total of (i) 43,202,110 shares of the
outstanding common stock, par value $0.001 per share, of the Subject Company
(the "Subject Company Stock"), (ii) 13,203,224 shares of Subject Company Stock
issuable upon exercise of outstanding options, and (iii) 7,391,514 shares of
Subject Company Stock issuable upon exercise of outstanding warrants, each at an
offer price of $0.57 per share.
--------------------------------------------------------------------------------


[X]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.  Identify
the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.

Amount Previously Paid: $7,273
Form or Registration No.: Schedule TO
Filing Party: Universal Music Group, Inc. and Universal Acquisition Corp.
Date Filed: April 20, 2001

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

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[X]third-party tender offer subject to Rule 14d-1.
[_]issuer tender offer subject to Rule 13e-4.
[_]going-private transaction subject to Rule 13e-3.
[_]amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the
results of the tender offer: [_]

           --------------------------------------------------------
           --------------------------------------------------------
<PAGE>

        This Amendment No. 2, filed on May 18, 2001, supplements and amends the
Tender Offer Statement on Schedule TO filed on April 20, 2001 and amended by
Amendment No. 1 filed on May 1, 2001 (as amended, the "Statement"), relating to
the offer by Universal Acquisition Corp., a Delaware corporation ("Purchaser")
and a wholly owned subsidiary of Universal Music Group, Inc., a California
corporation ("Parent"), to purchase all of the outstanding Common Stock, par
value $0.001 per share (the "Shares"), of EMusic.com, Inc., a Delaware
corporation (the "Company"), as set forth in the Statement.  Any capitalized
term not defined herein has the meaning ascribed to such term in the Statement
or in the Offer to Purchase referred to therein.

ITEM 4.  TERMS OF THE TRANSACTION

        Item 4 is amended and supplemented by the addition of the following:

        On May 18, 2001, Parent issued a press release announcing the results of
the initial offering period and announcing that a subsequent offering period for
the Offer would commence immediately and expire on Friday, June 1, 2001 at 5:00
p.m. New York City time.  During the subsequent offering period, Shares will be
accepted and promptly paid for as they are tendered.  The same $0.57 per Share
paid during the initial offering period will be paid during the subsequent
offering period.  Shares tendered during the initial offering period and during
the subsequent offering period may not be withdrawn.  The full text of the press
release issued by Parent is attached hereto as Exhibit (a)(9) and is
incorporated herein by reference.

ITEM 8.  INTEREST IN SECURITIES OF THE SUBJECT COMPANY

        Item 8 is amended and supplemented by the addition of the following:

        The initial offering period expired at 12:00 midnight, New York City
time, on Thursday, May 17, 2001. Following the expiration of the initial
offering period, Purchaser accepted for payment all Shares validly tendered
pursuant to the Offer. Purchaser was informed by the Depositary that
approximately 31,831,000 Shares were validly tendered and not withdrawn as of
the expiration of the initial offering period, including 4,526,000 Shares
tendered by notice of guaranteed delivery. This represented approximately 73.7%
of the issued and outstanding Shares of the Company.


ITEM 12.  EXHIBITS

        Item 12 is amended to add the following exhibit:

        (a)(9) Text of press release issued by Parent, dated May 18, 2001.
<PAGE>

                                   SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.


                                    UNIVERSAL ACQUISITION CORP.

                                    By    /s/ Lawrence Kenswil
                                    -------------------------------------------
                                    Name:  Lawrence Kenswil
                                    Title: Executive Vice President


                                    UNIVERSAL MUSIC GROUP, INC.

                                    By    /s/ Lawrence Kenswil
                                    -------------------------------------------
                                    Name:  Lawrence Kenswil
                                    Title: Executive Vice President


Dated: May 18, 2001
<PAGE>

                                 Exhibit Index
Exhibit
-------

(a)(1)* Offer to Purchase, dated April 20, 2001.

(a)(2)* Form of Letter of Transmittal.

(a)(3)* Form of Notice of Guaranteed Delivery.

(a)(4)* Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.

(a)(5)* Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.

(a)(6)* Text of joint press release issued by Parent and the Company, dated
April 9, 2001.

(a)(7)* Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.

(a)(8)* Form of summary advertisement, dated April 20, 2001.

(a)(9)  Text of press release issued by Parent, dated May 18, 2001.

(d)(1)* Agreement and Plan of Merger, dated as of April 6, 2001, among Parent,
Purchaser and the Company.

(d)(2)* Stockholders Agreement, dated as of April 6, 2001, among Parent,
Purchaser and certain current and former directors and officers of the Company.

* Previously filed.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(A)(9)
<SEQUENCE>2
<FILENAME>dex99a9.txt
<DESCRIPTION>TEXT OF PRESS RELEASE DATED MAY 18, 2001
<TEXT>

<PAGE>

                                                                  Exhibit (a)(9)

For Immediate Release

          UNIVERSAL MUSIC GROUP ANNOUNCES CLOSE OF SUCCESSFUL INITIAL
        OFFERING PERIOD AND PROVIDES FOR SUBSEQUENT OFFERING PERIOD IN
                     ITS CASH TENDER OFFER FOR EMUSIC.COM

          Los Angeles, California, May 18, 2001   Universal Music Group
announced today that at the expiration of the initial offering period yesterday
for all outstanding shares of common stock of EMusic.com, Inc. (Nasdaq: EMUS),
its wholly owned subsidiary Universal Acquisition Corp. accepted for purchase
all shares validly tendered and not withdrawn prior to the expiration of the
offer at the price of $0.57 per share in cash.  Based on preliminary information
provided by American Stock Transfer & Trust Company, the depositary for the
tender offer, prior to the expiration of the initial offering period at
midnight, May 17, approximately 31,831,000 shares of EMusic common stock were
tendered (including 4,526,000 shares tendered pursuant to procedures for
guaranteed delivery) out of approximately 43,202,100 shares currently
outstanding, or approximately 73.7% of all outstanding shares.

          Universal Music Group also announced that Universal Acquisition Corp.
has elected to provide for a subsequent offering period of ten business days,
commencing immediately, with a scheduled expiration of 5:00 p.m. New York City
time on Friday, June 1, 2001.  All shares properly tendered during the
subsequent offering period will be accepted, and tendering stockholders shall
receive the same price of $0.57 per share in cash.  No shares tendered in the
initial offering period or in the subsequent offering period may be withdrawn
after tender.

          Shares properly tendered during the subsequent offering period will be
immediately accepted and promptly paid after such acceptance.  Payment for
shares tendered during the initial offering period and accepted will be made as
promptly as practicable and, in the case of shares tendered by guaranteed
delivery procedures, promptly after timely delivery of shares and required
documentation.  None of the conditions of the Universal Music Group tender offer
that were applicable to the initial offering period will be applicable to the
subsequent offering period.

          As previously announced, if Universal Acquisition Corp. acquires,
through the initial tender offer and the subsequent offering period, 80% or more
of the outstanding shares, under its Merger Agreement with EMusic, Universal
Acquisition Corp. has the right to acquire from EMusic that number of shares (at
$0.57 per share) which will, when added to the shares previously acquired, give
it 90% of the total outstanding shares of EMusic.  That level of ownership would
then allow Universal Acquisition Corp. to effect a "short-form" merger under
Delaware law without action by any other stockholder.  If Universal Acquisition
Corp. does not acquire the shares necessary to reach the 90% level, it intends
to seek approval of a merger by a vote of stockholders held at a duly noticed
meeting, where it will be able to approve the merger without the vote of any
other stockholder.  On the consummation of either a short-form or other merger,
each remaining share of EMusic's stock will be converted into the right to
receive $0.57 in cash and EMusic will become a wholly owned indirect subsidiary
of Universal Music Group.
<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.

          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.).

          Universal Music Group is a unit of Vivendi Universal, a global media
and communications company.
</TEXT>
</DOCUMENT>
</SUBMISSION>
