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SECURITIES AND EXCHANGE COMMISSION


Washington, DC 20549




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FORM 10-K/A

(Amendment No. 1)




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(Mark One)




| |                                                                                                   
| | --------------------------------------------------------------------------------------------------
| | AMENDMENT TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
	THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2000.

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 000-26697

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                               |  | 92121-1970                           
|(Address of principal executive offices)                        |  | (Zip Code)                           

(858) 623-7000

(Registrant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, $0.001 par value




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TABLE OF CONTENTS



|                                                                        |  |  |  |  |  |  |  | 
|----------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|Item 14.Exhibits, Financial Statement Schedules and Reports on Form 8-K
|SIGNATURES                                                             
|Exhibit 10.29                                                          
|Exhibit 10.30                                                          



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This Amendment No. 1 is being filed solely to update the
Exhibit list set forth in Item 14 of and file certain
additional exhibits to the Form 10-K.




Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K

(a)(1)  Financial Statements



| |  |                                                                                                                                                       
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The financial statements required by this item are submitted in
        a separate section with the index beginning on page 64 of this
        report.

(2)  Financial Statement Schedules



| |  |                                                                                                                                                                                                                                                                 
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The following financial statement schedule of MP3.com is
        included in Item  14(d):                                                                                                                                                                       
|
| |  | Schedule II  Valuation and Qualifying Accounts                                                                                                                                                                                                                 
|
| |  | All other schedules for which provisions are made in the
        applicable accounting regulation of the Securities and Exchange
        Commission are not required under the related instructions or
        are inapplicable and therefore have been omitted.

(3)  Exhibits



| |  |                                                                                                                                            
| |  | -------------------------------------------------------------------------------------------------------------------------------------------
| |  | See Item 14 (c) below. Each management contract or
        compensatory plan or arrangement is identified separately in
        Item 14(c).

(b)  Reports on Form 8-K



| |  |                                                                                      
| |  | -------------------------------------------------------------------------------------
| |  | No reports on Form 8-K were filed during the quarter ended
        December 31, 2000.

(c)  Exhibits

|        |          |                         |  |                                                                                                                                            
|------- | -------- | ----------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |          |                        
|Number  |          | Description of Document
|        |          |                        
|        | 3.1*     |                         |  | Restated Certificate of Incorporation, as currently in effect.                                                                             
|        | 3.2*     |                         |  | Bylaws, as currently in effect.                                                                                                            
|        | 4.1      |                         |  | Reference is made to Exhibits 3.1 and 3.2.                                                                                                 
|        | 4.2*     |                         |  | Specimen Stock Certificate.                                                                                                                
|        | 10.1(d) |                         |  | Amended and Restated 1998 Equity Incentive Plan (the 1998
        Plan).                                                                 
|        | 10.2*   |                         |  | Form of Stock Option Agreement pursuant to the 1998 Plan.                                                                                  
|        | 10.3(d) |                         |  | 2000 Equity Incentive Plan (the 2000 Plan).                                                                                              
|        | 10.4(d) |                         |  | Form of Stock Option Agreement pursuant to the 2000 Plan.                                                                                  
|        | 10.5**  |                         |  | Employee Stock Purchase Plan, as amended, and related offering
        documents.                                                          
|        | 10.6*    |                         |  | Form of Indemnity Agreement between MP3.com and its directors
        and officers.                                                        
|        | 10.7*    |                         |  | Second Amended and Restated Investor Rights Agreement among
        MP3.com and certain stockholders of MP3.com dated June 4,
        1999.
|        | 10.8*   |                         |  | Founder Stock Purchase Agreement between MP3.com and Michael L.
        Robertson dated March 18, 1998.                                    
|        | 10.9*   |                         |  | Employment Agreement between MP3.com and Michael L. Robertson
        dated May 13, 1999.                                                  
|        | 10.10*  |                         |  | Letter Agreement regarding employment between MP3.com and Robin
        D. Richards dated January 6, 1999.                                 
|        | 10.11*  |                         |  | Promissory Note from Robin D. Richards to MP3.com dated
        January 25, 1999.                                                          
|        | 10.12*  |                         |  | Stock Pledge Agreement, as amended, from Robin D. Richards
        to MP3.com dated January 25, 1999.                                      
|        | 10.13*  |                         |  | Letter Agreement regarding employment between MP3.com and
        Paul L. H. Ouyang dated February 19, 1999.                               
|        | 10.14*  |                         |  | Letter Agreement regarding employment between MP3.com and Steven
        G. Sheiner, as amended, dated May 19, 1999.                       

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|        |           |                         |  |                                                                                                                                                                                  
|------- | --------- | ----------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |           |                        
|Number  |           | Description of Document
|        |           |                        
|        | 10.15(a)  |                         |  | Sublease between MP3.com and ADC Wireless System, Inc. dated
	July 22, 1999, regarding property located at
	4790 Eastgate Mall, San Diego, California.                           
|        | 10.16(b)  |                         |  | Sublease between MP3.com and Franklin Resources, Inc. dated
	December 13, 1999, regarding property located at 4780 
	Eastgate Mall, San Diego, California.                       
|        | 10.17(b)  |                         |  | Manufacturing and Fulfillment Services Agreement between MP3.com
	and Cinram, Inc. dated November 4, 1999.                                                                       
|        | 10.18(c) |                         |  | Separation Agreement between MP3.com and Thomas Spiegel dated
	March 9, 2000.                                                                                                    
|        | 10.19(d) |                         |  | Settlement Agreement between MP3.com and BMG Entertainment dated
	June 8, 2000.                                                                                                  
|        | 10.20(d) |                         |  | Settlement Agreement between MP3.com and Warner Music Group Inc.
	dated June 8, 2000.                                                                                            
|        | 10.21(e) |                         |  | Settlement Agreement between MP3.com and Capitol Records, Inc.
	(a.k.a. EMI) dated July 26, 2000.                                                                                
|        | 10.22(e) |                         |  | License Agreement between MP3.com and Virgin Holdings, Inc.
	(a.k.a. EMI) dated July 26, 2000.                                                                                   
|        | 10.23(e) |                         |  | Settlement Agreement between MP3.com and Sony Music
	Entertainment Inc. dated August 17, 2000.                                                                                   
|        | 10.24(e) |                         |  | Amended and Restated Advertising, Promotion and Marketing
	Agreement between MP3.com and Montaigne Participations Et
	Gestion (formerly Groupe Arnault) dated September 29, 2000.
|        | 10.25**   |                         |  | Settlement Agreement between MP3.com and The Harry Fox Agency,
	Inc., MPL Communications, Inc. and Peer International
	Corporation dated October 17, 2000.                       
|        | 10.26**   |                         |  | Amendment to Settlement Agreement between MP3.com and The Harry
	Fox Agency, Inc., MPL Communications, Inc. and Peer
	International Corporation dated December 28, 2000.         
|        | 10.27**  |                         |  | License Agreement between MP3.com and UMG Recordings, Inc. dated
	November 14, 2000.                                                                                             
|        | 10.28*    |                         |  | Form of Music Submission Agreement (Version 1.0)                                                                                                                                 
|        | 10.29     |                         |  | MP3.com Submission Agreement (Version 2.1 as of August 14,
	2000)                                                                                                                
|        | 10.30     |                         |  | Consulting Agreement between MP3.com and Howard B. Wiener dated
	as of October 30, 2000.                                                                                         
|        | 23.1**    |                         |  | Consent of Ernst & Young LLP, Independent Auditors.                                                                                                                              
|        | 24.1      |                         |  | Power of Attorney. Reference is made to the signature page of
	this Amendment No. 1.                                                                                             




| |   |                                                                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Confidential treatment has been requested with respect to
	certain portions of this exhibit. Omitted portions have been
	filed separately with the Securities and Exchange Commission.
|
| |  | Management contract or compensatory plan or arrangement.                                                                                                                              



| |   |                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------
| | * | Filed as an exhibit to MP3.coms Registration Statement on
	Form S-1, Registration No. 333-78545, and incorporated
	herein by reference.

**  Previously filed



| |     |                                                                                                                             
| | --- | ----------------------------------------------------------------------------------------------------------------------------
| | (a) | Filed as an exhibit to MP3.coms Form 10-Q for the
	quarter ended September 30, 1999, and incorporated herein
	by reference.
|
| | (b) | Filed as an exhibit to MP3.coms Form 10-K for the
	year ended December 31, 1999, and incorporated herein by
	reference.    
|
| | (c) | Filed as an exhibit to MP3.coms Form 10-Q for the
	quarter ended March 31, 2000, and incorporated herein by
	reference.    
|
| | (d) | Filed as an exhibit to MP3.coms Form 10-Q for the
	quarter ended June 30, 2000, and incorporated herein by
	reference.     
|
| | (e) | Filed as an exhibit to MP3.coms Form 10-Q for the
	quarter ended September 30, 2000, and incorporated herein
	by reference.

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(d)  Financial Statement Schedules

SCHEDULE II

MP3.com, Inc.

Valuation and Qualifying Accounts

|                                                                       |  |            |         |            |  |            |           |            |  |            |   |  |  |   |         |  |  |   |           | 
|---------------------------------------------------------------------- |  | ---------- | ------- | ---------- |  | ---------- | --------- | ---------- |  | ---------- | - |  |  | - | ------- |  |  | - | --------- | 
|                                                                       |  |            |         |            |  |            |           |           
|COL. A                                                                 |  | COL. B     |         | COL. C     |  | COL. D     |           | COL. E    
|                                                                       |  |            |         |            |  |            |           |           
|                                                                       |  |            |         |            |  |            |           |           
|                                                                       |  |            |         | Additions  |  | Deductions |           |           
|                                                                       |  |            |         |            |  |            |           |           
|                                                                       |  |            |         |            |  | Charged to |           |            |  |           
|                                                                       |  | Balance at |         | Charged to |  | Other      |           |            |  | Balance at
|                                                                       |  | Beginning  |         | Costs and  |  | Accounts  |           |            |  | End of    
|Description                                                            |  | of Period  |         | Expenses   |  | Describe   |           | Write-Offs |  | Period    
|                                                                       |  |            |         |            |  |            |           |            |  |           
|Allowance for doubtful accounts                                        |  |            |         |            |  |            |           |            |  |            |   |  |  |   |         |  |  |   |           | 
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|For the year ended December 31, 2000                                   |  | $          | 600,000 |            |  | $          | 2,107,000 |            |  | $          |  |  |  | $ | 897,000 |  |  | $ | 1,810,000 | 
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|For the year ended December 31, 1999                                   |  | $          | 56,615  |            |  | $          | 677,819   |            |  | $          |  |  |  | $ | 134,434 |  |  | $ | 600,000   | 
|                                                                      
|                                                                      
|                                                                      
|                                                                      
|For the period March 17, 1998 (inception) to
        December 31, 1998 |  | $          |        |            |  | $          | 56,615    |            |  | $          |  |  |  | $ |        |  |  | $ | 56,615    | 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, on February 28, 2001.



| |              
| | -------------
| | MP3.COM, INC.



| |     |                      
| | --- | ---------------------
| | By: | /s/ ROBIN D. RICHARDS

| |                  
| | -----------------
| |                  
| | Robin D. Richards
| | President        

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints
Paul L. H. Ouyang and Robin D. Richards as his
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place,
and stead, in any and all capacities, to sign any and all
amendments to this Report, and to file the same, with all
exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming that all said
attorneys-in-fact and agents, or any of them or their or his
substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons in
the capacities and on the dates indicated.

|                                                 |  |                                                                                                           |  |                  
|------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------- |  | -----------------
|Signature                                        |  | Title                                                                                                     |  | Date             
|                                                 |  |                                                                                                           |  |                  
|/s/ MICHAEL L. ROBERTSONMichael L. Robertson     |  | Chief Executive Officer and Director(Principal Executive Officer)                                         |  | February 28, 2001
|                                                
|/s/ ROBIN D. RICHARDSRobin D. Richards           |  | President and Director                                                                                    |  | February 28, 2001
|                                                
|/s/ PAUL L. H. OUYANGPaul L. H. Ouyang           |  | Chief Financial Officer and Executive Vice President
        (Principal Financial and Accounting Officer) |  | February 28, 2001
|                                                
|/s/ THOMAS A. HEYMANNThomas A. Heymann           |  | Director                                                                                                  |  | February 28, 2001
|                                                
|/s/ LAWRENCE F. PROBST IIILawrence F. Probst III |  | Director                                                                                                  |  | February 28, 2001
|                                                
|/s/ MARK A. STEVENSMark A. Stevens               |  | Director                                                                                                  |  | February 28, 2001
|                                                
|/s/ HOWARD B. WIENERHoward B. Wiener             |  | Director                                                                                                  |  | February 28, 2001

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