<SUBMISSION>
<ACCESSION-NUMBER>0000898430-01-500873
<TYPE>SC TO-T/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20010604
<GROUP-MEMBERS>UNIVERSAL ACQUISITION CORP
<GROUP-MEMBERS>UNIVERSAL MUSIC GROUP INC
<GROUP-MEMBERS>VIVENDI UNIVERSAL
<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>1653686
</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>FINAL AMENDMENT
<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. 3 (FINAL AMENDMENT))

                                      AND

                                SCHEDULE 13D/A
                                (Rule 13d-101)

            INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
                 TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
                           PURSUANT TO RULE 13d-2(a)

                               (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, SIXTH FLOOR
                            SANTA MONICA, CA  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.

     [X]  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: [X]


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

                                SCHEDULE 13D/A

     This Amendment No. 2 to Schedule 13D amends the Schedule 13D filed on April
16, 2001, by Universal Acquisition Corp., Universal Music Group, Inc., and
Vivendi Universal, as amended by Amendment No. 1 filed on May 22, 2001.

------------------------------------------------------------------------------
     NAME OF REPORTING PERSON
1    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Universal Acquisition Corp.
------------------------------------------------------------------------------
     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2                                                              (a) [_]
                                                               (b) [X]
------------------------------------------------------------------------------
     SEC USE ONLY
3

------------------------------------------------------------------------------
     SOURCE OF FUNDS
4
     AF
------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
     TO ITEMS 2(d) or 2(e) [_]

------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORANIZATION

     Delaware
------------------------------------------------------------------------------
     NUMBER OF            SOLE VOTING POWER
                    7
      SHARES              37,000,584
                   -----------------------------------------------------------
   BENEFICIALLY           SHARED VOTING POWER
                    8
     OWNED BY
                   -----------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                    9
     REPORTING            37,000,584
                   -----------------------------------------------------------
      PERSON              SHARED DISPOSITIVE POWER
                   10
       WITH
------------------------------------------------------------------------------
     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
     37,000,584
------------------------------------------------------------------------------
     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
     [_]
------------------------------------------------------------------------------
     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
     Approximately 85.6%
------------------------------------------------------------------------------
     TYPE OF REPORTING PERSON*
14
     CO
------------------------------------------------------------------------------
<PAGE>

------------------------------------------------------------------------------
1    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Universal Music Group, Inc.
------------------------------------------------------------------------------
     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2                                                              (a) [_]
                                                               (b) [X]
------------------------------------------------------------------------------
     SEC USE ONLY
3

------------------------------------------------------------------------------
     SOURCE OF FUNDS
4
     WC
------------------------------------------------------------------------------
     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
5    TO ITEMS 2(e) or 2(f) [_]

------------------------------------------------------------------------------
     CITIZENSHIP OR PLACE OF ORGANIZATION
6
     California
------------------------------------------------------------------------------
     NUMBER OF            SOLE VOTING POWER
                   7
       SHARES             37,000,584
                   -----------------------------------------------------------
    BENEFICIALLY          SHARED VOTING POWER
                   8
      OWNED BY
                   -----------------------------------------------------------
        EACH              SOLE DISPOSITIVE POWER
                   9
      REPORTING           37,000,584
                   -----------------------------------------------------------
       PERSON             SHARED DISPOSITIVE POWER
                   10
        WITH
------------------------------------------------------------------------------
     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
     37,000,584
------------------------------------------------------------------------------
     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
     [_]
------------------------------------------------------------------------------
     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
     Approximately 85.6%
------------------------------------------------------------------------------
     TYPE OF REPORTING PERSON*
14
     CO
-----------------------------------------------------------------------------
<PAGE>

------------------------------------------------------------------------------
     NAME OF REPORTING PERSON
1    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Vivendi Universal
------------------------------------------------------------------------------
     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2                                                              (a) [_]
                                                               (b) [X]
------------------------------------------------------------------------------
     SEC USE ONLY
3

------------------------------------------------------------------------------
     SOURCE OF FUNDS
4
     AF
------------------------------------------------------------------------------
     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
     TO ITEMS 2(e) or 2(f) [_]
5
------------------------------------------------------------------------------
     CITIZENSHIP OR PLACE OF ORGANIZATION
6
     France
------------------------------------------------------------------------------
     NUMBER OF            SOLE VOTING POWER
                   7
      SHARES              37,000,584
                   -----------------------------------------------------------
    BENEFICIALLY          SHARED VOTING POWER
                   8
     OWNED BY
                   -----------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                   9
     REPORTING            37,000,584
                   -----------------------------------------------------------
      PERSON              SHARED DISPOSITIVE POWER
                   10
       WITH
------------------------------------------------------------------------------
     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
     37,000,584
------------------------------------------------------------------------------
     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
     [_]
------------------------------------------------------------------------------
     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
     Approximately 85.6%
------------------------------------------------------------------------------
     TYPE OF REPORTING PERSON*
14
     CO
------------------------------------------------------------------------------
<PAGE>

                                 SCHEDULE TO/A

     This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule TO filed by Universal Music Group, Inc., a California corporation
("Parent"), and Universal Acquisition Corp., a Delaware corporation
("Purchaser") and wholly owned subsidiary of Parent, on April 20, 2001, as
amended by (i) Amendment No. 1 to Schedule TO, filed by Parent and Purchaser on
May 1, 2001, and (ii) Amendment No. 2 to Schedule TO, filed by Parent and
Purchaser on May 18, 2001 (such Tender Offer Statement on Schedule TO and all
amendments thereto collectively constituting the "Schedule TO").

     The Schedule TO relates to the offer by Purchaser to purchase all of the
outstanding Common Stock, par value $0.001 (the "Shares"), of EMusic.com Inc., a
Delaware corporation (the "Company"), at the purchase price of $0.57 per Share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase (the "Offer to Purchase") and in the related
Letter of Transmittal (which together with the Offer to Purchase, and any
amendments and supplements thereto, collectively constitute the "Offer").


ITEM 8.  INTEREST IN SECURITIES OF THE SUBJECT COMPANY

     Item 8 of the Schedule TO is hereby amended and supplemented by including
the following:

               The Offer's subsequent offering period expired at 5:00 p.m., New
     York City time, on Friday, June 1, 2001. Purchaser has accepted for
     purchase all shares validly tendered in both the initial offering period
     and the subsequent offering period at the Offer Price. Based on information
     provided by American Stock Transfer & Trust Company, the depositary for the
     Offer, Purchaser has acquired approximately 37,000,584 Shares (127,027 of
     which were tendered in the subsequent offering period pursuant to
     procedures for guaranteed delivery), or approximately 85.6% of the
     outstanding Shares as of June 1, 2001.

               Pursuant to the Merger Agreement, because Purchaser has acquired
     more than 80% of the outstanding Shares, Purchaser has the option to
     acquire from the Company that number of newly issued Shares which will,
     when added to the Shares previously acquired, give Purchaser 90% of the
     total outstanding Shares.  Purchaser intends to exercise this option as
     soon as practicable.

               Further pursuant to the Merger Agreement, Purchaser then intends
     to cause the Merger (as defined in the Offer to Purchase) to become
     effective as soon as practicable. In connection with the Merger, each Share
     owned by Parent or Purchaser, or any wholly owned subsidiary of Parent or
     the Company, or held in treasury by the Company, will be canceled and
     retired, and all other Shares issued and outstanding immediately prior to
     the Effective Time (as defined in the Offer to Purchase) will be canceled
     and converted automatically into the right to receive $0.57 in cash per
     Share.


ITEM 12.  EXHIBITS.

     Item 12 of the Schedule TO is hereby amended and supplemented by including
the following:

     (a)(10) Text of press release issued by Parent, dated June 4, 2001.
<PAGE>

                                   SIGNATURE

     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.


Schedules TO/A and 13D/A            UNIVERSAL ACQUISITION CORP.

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



Schedules TO/A and 13D/A            UNIVERSAL MUSIC GROUP, INC.

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



Schedule 13D/A                      VIVENDI UNIVERSAL

                                    By
                                        /s/ Lawrence Kenswil
                                    ____________________________________
                                    Name: Lawrence Kenswil
                                    Title: Attorney-in-Fact


Dated: June 4, 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.

(a)(10) Text of press release issued by Parent, dated June 4, 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)(10)
<SEQUENCE>2
<FILENAME>dex99a10.txt
<DESCRIPTION>PRESS RELEASE ISSUED BY PARENT DATED JUNE 4, 2001
<TEXT>

<PAGE>

                                                                 Exhibit (a)(10)

                 Universal Music Group Announces Close of the
      Subsequent Offering Period in its Cash Tender Offer for Emusic.com

SANTA MONICA, June 4 -- Universal Music Group announced today the completion of
the cash tender offer by Universal Acquisition Corp., a wholly owned subsidiary
of Universal Music Group, for all outstanding shares of common stock of
EMusic.com Inc. (Nasdaq: EMUS).  The tender offer's subsequent offering period
expired at 5:00 p.m., New York City time, on Friday, June 1, 2001.  The
subsequent offering period of ten business days was announced following the
expiration of the initial offering period on Thursday, May 17, 2001.

Universal Music Group, through Universal Acquisition Corp., has accepted for
purchase all shares validly tendered in both the initial offering period and the
subsequent offering period at the price of $0.57 per share in cash.  Based on
information provided by American Stock Transfer & Trust Company, the depositary
for the tender offer, Universal Acquisition Corp. acquired approximately
37,000,000 shares of EMusic common stock during the tender offer (including
approximately 127,000 shares tendered by guaranteed delivery during the
subsequent offering period), or approximately 86% of the outstanding shares as
of June 1, 2001.

As previously announced, because Universal Acquisition Corp. has acquired more
than 80% of EMusic's outstanding shares, under its Merger Agreement with EMusic,
Universal Acquisition Corp. has the option 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.  Universal
Acquisition Corp. intends to exercise this option as soon as practicable.

Also as previously announced, a 90% level of ownership will allow Universal
Acquisition Corp. to effect a "short- form" merger under Delaware law without
action by any other stockholder.  On the consummation of the 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.

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, 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.

For further information please contact Bob Bernstein of Universal Music Group,
310-865-0589.
</TEXT>
</DOCUMENT>
</SUBMISSION>
