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

                              AMENDMENT NO. 1 TO
                                   FORM 10-Q

(Mark One)
  [X]  QUARTERLY REPORT UNDER SECTION 13 OR 5(d) OF THE SECURITIES EXCHANGE ACT
       OF 1934

       For the quarterly period ended March 31, 2001

                                       OR

  [_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

       For the transition period from _____________ to _____________


                       Commission file number 000-29295

                                 BUY.COM INC.
            (Exact name of registrant as specified in its charter)

                    Delaware                        33-0816584
         (State or other jurisdiction of         (I.R.S. Employer
         incorporation or organization)          Identification No.)

                   27 Brookline
             Aliso Viejo, California                   92656
       (Address of principal executive office)       (Zip code)

                                (949) 389-2000
             (Registrant's telephone number, including area code)

                                      N/A
       (Former name, former address and former fiscal year, if changed
                              since last report)


     Indicate by check mark whether the registrant:  (1) has filed all documents
and reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 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 [_]


The number of shares outstanding of the Registrant's Common Stock, par value
$0.0001, as of May 8, 2001 was 136,469,718.

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                                     INDEX
                                     -----

PART II     OTHER INFORMATION
-------     -----------------

Item 6.     Exhibits and Reports on Form 8-K............................... 1

            A.  Exhibits................................................... 1

            B.  Reports on Form 8-K........................................ 1

Signatures................................................................. 2


          In this report, "BUY.COM," the "Company," "we," "us" and "our"
collectively refers to BUY.COM INC. and its subsidiaries.

                                       i
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                         PART II -- OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

A.  Exhibits

    2.1*   Share Purchase Agreement dated March 7, 2001 by and between Buy.Com
           Inc. and JLP Victoria Limited

    10.1** Supply and Fulfillment agreement between Buy.Com Inc. and Direct
           Source Distributors, Inc. dated March 19, 2001

    10.2** Technology and Trademark License Agreement dated March 7, 2001 by
           and between Buy.Com Inc., and JLP Victoria Limited

    10.3*  Deed of Covenant dated March 7, 2001 by and between Buy.com, Inc.,
           Buy.com Limited and JLP Victoria Limited

*  Previously filed on May 15, 2001 with the Registrant's Quarterly Report on
Form 10-Q for the three months ended March 31, 2001.

** Confidential treatment is requested for certain confidential portions of this
exhibit pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as
amended. In accordance with Rule 24b-2 these confidential portion have been
omitted from this exhibit and filed separately with the Commission.

B.  Reports on Form 8-K

    None

                                       1
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                                   SIGNATURES

  Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to Quarterly Report on Form 10-Q to be
signed on its behalf by the undersigned thereunto duly authorized.

                                 BUY.COM INC.
                                 (Registrant)



                                 By: /s/ ROBERT R. PRICE
                                    --------------------------------------------
                                    Robert R. Price
                                    Chief Financial Officer (principal financial
                                    and accounting officer)


Dated:  October 24, 2001

                                       2
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                                 EXHIBIT INDEX

    Exhibit Number               Description

A.  Exhibits

    2.1*   Share Purchase Agreement dated March 7, 2001 by and between Buy.Com
           Inc. and JLP Victoria Limited

    10.1** Supply and Fulfillment agreement between Buy.Com Inc. and Direct
           Source Distributors, Inc. dated March 19, 2001

    10.2** Technology and Trademark License Agreement dated March 7, 2001 by
           and between Buy.Com Inc., and JLP Victoria Limited

    10.3*  Deed of Covenant dated March 7, 2001 by and between Buy.com, Inc.,
           Buy.com Limited and JLP Victoria Limited

*  Previously filed on May 15, 2000 with the Registrant's Quarterly Report on
Form 10-Q for the three months ended March 31, 2001

** Confidential treatment is requested for certain confidential portions of this
exhibit pursuant to Rule 24b-2 under the Securities and Exchange Act of 1934, as
amended. In accordance with Rule 24b-2 these confidential portion have been
omitted from this exhibit and filed separately with the Commission.

                                       3