SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549




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FORM 10-Q/A

(Amendment No. 1)




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AMENDMENT TO

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended September 30, 2000

Commission File Number 000-26697

MP3.com, Inc.

(Exact name of registrant as specified in its
charter)


|                                                                |  |                                     
|--------------------------------------------------------------- |  | ------------------------------------
|                                                               
|                                                               
|                                                               
|                                                               
|Delaware                                                        |  | 33-0840026                          
|(State or other jurisdiction of incorporation or
	organization) |  | (I.R.S. Employer Identification No.)
|                                                               
|4790 Eastgate Mall, San Diego, CA                               |  | 92121                               
|(Address of principal executive offices)                        |  | (Zip Code)                          

(858) 623-7000

(Registrants telephone number, including
area code)


N/A

(Former name, former address and former fiscal
year, if changed since last reported)




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EXPLANATORY NOTE

This Amendment No. 1 is being filed solely to re-file
certain exhibits to the Form 10-Q in order to disclose
certain portions of such exhibits as to which the Registrant had
previously requested confidential treatment but as to which the
Registrant no longer requests such confidential treatment.
Portions of the exhibits that remain confidential and that have
been omitted from this filing have been filed separately with
the SEC.

MP3.com, Inc.

FORM 10-Q/A


(Amendment No. 1)


FOR THE QUARTER ENDED SEPTEMBER 30, 2000

INDEX

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|PART II  OTHER INFORMATION
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|Item 6. Exhibits            |  |      | 1 | 
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|                           
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|Signatures                  |  |      | 2 | 

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Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits:

|                |  |   |  |                                                                                                                                                                                     
|--------------- |  | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit  10.17 |  |  |  | Amended and Restated Advertising, Promotion and Marketing
	Agreement dated September 29, 2000 between the Company and
	Montaigne Participations Et Gestion (formerly Groupe Arnault)
|Exhibit  10.28 |  |  |  | Settlement Agreement dated July 26, 2000 between the
	Company and Capitol Records, Inc. (EMI)                                                                                     
|Exhibit  10.29 |  |  |  | License Agreement dated July 26, 2000 between the Company
	and Virgin Holdings, Inc. (EMI)                                                                                        
|Exhibit  10.30 |  |  |  | Settlement Agreement dated August 17, 2000 between the
	Company and Sony Music Entertainment Inc.                                                                                   
|Exhibit  27.1*  |  |  |  | Financial Data Schedule.                                                                                                                                                            




|  |                                                                                                                                                                                      
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Confidential treatment has been requested with respect to
	certain portions of the exhibit. Omitted portions have been
	filed separately with the Securities and Exchange Commission.



|  |                  
|- | -----------------
|* | Previously filed.

(b)  Reports on Form 8-K:

None

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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 thereunto duly authorized.



| |              
| | -------------
| | MP3.COM, INC.
| | (Registrant) 



| |     |                     
| | --- | --------------------
| | By: | /s/ PAUL L.H. OUYANG

| |                                                     
| | ----------------------------------------------------
| | Paul L.H. Ouyang                                    
| | Executive Vice President and Chief Financial Officer
| | (Authorized Officer)                                
| | (Principal Financial and Accounting Officer)        

Date: February 16, 2001

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