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



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FORM 10-K/A-1

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934

Commission File No. 0-23928

NetRadio Corporation
______________________________________________
(Name of Small Business Issuer in its Charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Minnesota                                                      |  | 41-1819471                          
|                                                               |  |                                     
|(State or other Jurisdiction of
Incorporation or Organization) |  | (I.R.S. Employer
Identification No.)

43 Main Street, South East, Suite 149 Minneapolis, Minnesota 55414

____________________________________________________________________
(Address of Principal Executive Offices)

(612) 378-2211
                  ___________________ 
(Issuers Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:
None

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, No Par Value
                  __________________________
(Title of Class)

Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past twelve months (or
for such shorter period that the Registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past 90 days. Yes
X      No____

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K and no disclosure will be contained, to the best of registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
X

Issuers revenues for its most recent fiscal year were $1,448,856.

The aggregate market value of voting stock held by non-affiliates of the Issuer
as of March 1, 2000, was $16,009,400.

The number of shares outstanding of the Issuers only class of common stock on
March 1, 2000, was 10,008,900.

Documents Incorporated by Reference: Portions of the Registrants Proxy
Statement for its 1999 Annual Meeting of Shareholders (the
Proxy Statement), are incorporated by reference in Part III.

1



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Amendment No. 1 to Form 10-K

NetRadio Corporation hereby amends its form Form 10-K for the year ended
December 31, 1999 to (i) restate the par value of the common stock of the
Company set forth on the cover page and (ii) to restate Item 14(a)(3) to add
exhibits 10.28, 10.29 and 10.30.

ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES AND
                  REPORTS ON FORM 8-K.

(a) Exhibits, Financial Statements and
Financial Statement Schedules

3. Exhibits

The following exhibits are included with this Annual Report on Form 10-K
(or incorporated by reference) as required by Item 601 of Regulation S-K

|        |  |                                                                                                                                     
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
|No.     |  | Description                                                                                                                         
|        |  |                                                                                                                                     
|*3.1    |  | Articles of Incorporation, as amended (1)                                                                                           
|       
|       
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|*3.2    |  | Bylaws of the Registrant (1)                                                                                                        
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|*4.1    |  | Specimen of Common Stock Certificate (1)                                                                                            
|       
|       
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|*4.3    |  | Form of Warrant to Purchase 125,000 Shares of Common
Stock, dated October 19, 1999, issued to Gerard Klauer Mattison &
Co., Inc. (1)
|       
|       
|       
|       
|*4.4    |  | Form of Warrant to Purchase 75,000 Shares of Common
Stock, dated October 19, 1999 to First Union Securities, Inc. (1)               
|       
|       
|       
|       
|*10.1   |  | Employment Agreement, dated as of August 1, 1998 between NetRadio Corporation and Edward A. Tomechko (1)                            
|       
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|*10.2   |  | Promissory Note, dated December 1, 1998 between NetRadio Corporation and Edward Tomechko (1)                                        
|       
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|*10.3   |  | Employment Agreement, dated as of August 1, 1998 between Net Radio Corporation and Donavan W. Pederson (1)                          
|       
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|*10.4   |  | Employment Agreement, dated as of August 1, 1998 between NetRadio Corporation and David R. Witzig (1)                               
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|*10.5   |  | Termination Agreement, dated February 25, 1999 between NetRadio Corporation and Nancy R. Kielty (1)                                 
|       
|       
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|*10.6   |  | Agreement and Plan of Reorganization, dated March 7, 1997, by and among NetRadio Nevada, Navarre and NetRadio
Corporation (2)       
|       
|       
|       
|       
|*10.7   |  | Stock Purchase Agreement, dated as of March 7, 1997, by and among ValueVision, NetRadio, Navarre and Net Radio Nevada
(2)           

2



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|        |  |                                                                                                                                                                                     
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
|No.     |  | Description                                                                                                                                                                         
|        |  |                                                                                                                                                                                     
|       
|       
|       
|       
|*10.8   |  | Conversion Agreement, dated March 20, 1997 between ValueVision and Navarre (2)                                                                                                      
|       
|       
|       
|       
|*10.9   |  | Waiver of Certain Provisions of the Stock Purchase Agreement dated as of March 7, 1997, dated as of February 26, 1999
by and among ValueVision, Navarre and NetRadio Corporation (1)
|       
|       
|       
|       
|*10.10  |  | Fulfillment Agreement, dated as of December 1, 1998 between Navarre and NetRadio Corporation (1)                                                                                    
|       
|       
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|*10.11  |  | License Agreement, dated as of September 3, 1998 between NetRadio Corporation and Real Networks (1)                                                                                 
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|*10.12  |  | RealNetworks Presets Agreement, dated as of May 10, 1999 between RealNetworks, Inc. and NetRadio Corporation (1)                                                                    
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|*10.13  |  | License Agreement, dated June 7, 1999 between NetRadio and RealNetworks (1)                                                                                                         
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|*10.14  |  | Office Lease Agreement, dated May 31, 1996 between Riverplace, Inc. and NetRadio Corporation (1)                                                                                    
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|*10.15  |  | Storage Lease Agreement, dated April 5, 1996 between Riverplace, Inc. and NetRadio Corporation (1)                                                                                  
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|*10.16  |  | Third Amendment to Lease dated March 27, 1999 between Riverplace, Inc. and NetRadio Corporation (1)                                                                                 
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|*10.17  |  | Multiple Advance Term Note, dated March 1, 1999 of NetRadio Corporation to Navarre (1)                                                                                              
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|*10.18  |  | NetRadio Corporation 1998 Stock Option and Incentive Plan (1)                                                                                                                       
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|*10.19  |  | Form of NetRadio Stock Option Agreement under the 1998 Stock Option and Incentive Plan (1)                                                                                          
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|*10.20  |  | Separation Agreement, dated as of March 2, 1999 between Navarre and NetRadio Corporation (1)                                                                                        
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|*10.21  |  | Order Fulfillment Agreement dated as of March 2, 1999 between Valley Media and NetRadio Corporation (1)                                                                             
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|*10.22  |  | Agreement between AT&T and NetRadio Corporation, dated March 12, 1999 (1)                                                                                                           
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|*10.23  |  | Termination Agreement, dated April 29, 1999 between NetRadio Corporation and Michael P. Wise (1)                                                                                    
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|*10.24  |  | Termination Agreement, dated July 26, 1999 between NetRadio Corporation and Richard W. Hailey (1)                                                                                   
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|*10.25  |  | Severance Agreement, dated August 24, 1999 between NetRadio and Jan Andersen (1)                                                                                                    
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|*10.26  |  | Office Lease Agreement, dated as of March 13, 2000 between
Duke-Weeks Realty Limited Partnership and NetRadio Corporation                                                           

3



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|        |  |                                                                                                                
|------- |  | ---------------------------------------------------------------------------------------------------------------
|Exhibit
|No.     |  | Description                                                                                                    
|        |  |                                                                                                                
|       
|       
|       
|       
|*10.27  |  | Promotion and Support Agreement, dated November 23, 1999 between
Microsoft Corporation and NetRadio Corporation
|       
|       
|       
|       
|10.28   |  | Offer Letter between NetRadio Corporation and Michael P. Wise                                                  
|       
|       
|       
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|10.29   |  | Offer Letter between NetRadio Corporation and Nancy R. Kielty                                                  
|       
|       
|       
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|10.30   |  | Offer Letter between NetRadio Corporation and Richard W. Hailey                                                
|       
|       
|       
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|*24.1   |  | Power of Attorney                                                                                              
|       
|       
|       
|       
|*27.1   |  | Financial Data Schedule                                                                                        

_______________

 Previously filed

(1) Incorporated by reference to the Registrants previously filed Form S-1
Registration Statement No. 333-73261

(2) Incorporated by reference to the Form 10-K of Navarre for the fiscal year
ended, March 31, 1997

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

|      |  |             |  |                                            
|----- |  | ----------- |  | -------------------------------------------
|Date: |  | May 4, 2000 |  | NetRadio Corporation                       
|     
|     
|     
|     
|     
|      |  |             |  | By /s/ Edward A. Tomechko                  
|      |  |             |  |                                            
|      |  |             |  | Edward A.
Tomechko,
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has also been signed below by the following persons on behalf of
the Registrant and in the capacities on May 4, 2000.

|                         |  |                                                      |  |      |  | 
|------------------------ |  | ---------------------------------------------------- |  | ---- |  | 
|Name                     |  | Title                                                |  | Date
|                         |  |                                                      |  |     
|By/s/ Edward A. Tomechko |  | Chief Executive Officer,                            
|                        
|Edward A. Tomechko       |  | President and Director
(Principal Executive Officer)
|                        
|                        
|                        
|                        
|By/s/ Michael P. Wise    |  | Chief Financial Officer                             
|                        
|Michael P. Wise          |  | (Principal Financial and
Accounting Officer)        
|                        
|                        
|                        
|                        
|By*                      |  | Chairman of the Board                               
|                        
|Eric H. Paulson          | 
|                        
|                        
|                        
|                        
|                        
|By*                      |  | Director                                            
|                        
|Donavan W. Pederson      |  |                                                     

4



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|                  |  |          |  |  |  | 
|----------------- |  | -------- |  |  |  | 
|By*               |  | Director
|                 
|James Caparro    
|                 
|                 
|                 
|                 
|By*               |  | Director
|                 
|Charles E. Cheney
|                 
|                 
|                 
|                 
|By*               |  | Director
|                 
|Marc H. Kalman   
|                 
|                 
|                 
|                 
|By*               |  | Director
|                 
|Gene McCaffery   

* By /s/ Michael P. WiseMichael P. Wise, Attorney in Fact


5



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Exhibit Index

|      |  |                                                                
|----- |  | ---------------------------------------------------------------
|10.28 |  | Offer Letter between NetRadio Corporation and Michael P. Wise  
|     
|     
|     
|     
|10.29 |  | Offer Letter between NetRadio Corporation and Nancy R. Kielty  
|     
|     
|     
|     
|10.30 |  | Offer Letter between NetRadio Corporation and Richard W. Hailey

6