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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-K/A

                                 Amendment No. 2
                                       to
                                    FORM 10-K
                                   (Mark One)

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

                 For the fiscal year ended December 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: 000-26585

                              MUSICMAKER.COM, INC.
             (Exact Name of Registrant as Specified in Its Charter)

        Delaware                                                 54-1811721
     (State or Other                                         (I.R.S. Employer
Jurisdiction of Incorporation                               Identification No.)


                        c/o Barington Capital Group, L.P.
                         888 Seventh Avenue, 17th Floor
                            New York, New York 10019
                     (Address of Principal Executive Office)
                                   (Zip Code)

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<S>                                                                        <C>
Registrant's telephone number, including area code:                        (212) 974-5730

Securities registered pursuant to Section 12(b) of the Securities Act:     None

Securities registered pursuant to Section 12(g) of the Securities Act:     Common Stock, par value $.01 per share
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Indicate by check mark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 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 [_].

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference to Part III of this Form 10-K or any
amendment to this Form 10-K [ ].

The aggregate market value of voting stock held by non-affiliates of the
Registrant was approximately $3,470,609 as of April 26, 2002, based upon the
closing price of such equity as of such date.

As of April 26, 2002, 3,313,996 shares of the issuer's common stock, par value
$0.01 per share (the "Common Stock"), were outstanding.

This Amendment No. 2 on Form 10-K/A to the annual report of musicmaker.com, Inc.
(the "Company") on Form 10-K for the fiscal year ended December 31, 2001 is
being filed to amend and restate in its entirety the information set forth in
Item 12 of Amendment No. 1 on Form 10-K/A filed with the Securities and Exchange
Commission on April 30, 2002.



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Item 12.          Security Ownership of Certain Beneficial Owners and Management

         The following table sets forth information regarding shares of our
Common Stock beneficially owned as of April 26, 2002. Beneficial ownership is
calculated in accordance with Rule 13d-3(d) under the Securities Exchange Act of
1934. Shares of Common Stock subject to options and warrants that are currently
exercisable or are exercisable within 60 days of April 26, 2002, are deemed
outstanding with respect to the person holding those options but are not deemed
outstanding for purposes of computing the percentage ownership of any other
person. Unless otherwise indicated, each person possesses sole voting and
investment power with respect to the shares identified as beneficially owned.
Except as otherwise indicated in the table, the address of the stockholders
listed below is that of the Company's principal executive office. Directors not
included in the table below do not hold Company securities.

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<CAPTION>
------------------------------------------------------------------ -- ------------------------------------------------
                                                                                    Shares Beneficially
                                                                                        Owned as of
                                                                                      April 26, 2002
------------------------------------------------------------------ -- ------------------- ------ ---------------------
Name and Address of Beneficial Owner                                        Number                     Percent
------------------------------------------------------------------ -- ------------------- ------ ---------------------
          Principal Stockholders (holding more than 5%)
------------------------------------------------------------------ -- ------------------- ------ ---------------------
<S>                                                                   <C>                 <C>    <C>
BCG Strategic Investors LLC                                           1,271,466           (1)    38.3%
c/o Barington Capital Group, LP
888 Seventh Avenue, 17th Floor
New York, NY  10019
------------------------------------------------------------------ -- ------------------- ------ ---------------------
Rho Management Trust I                                                   288,933          (2)     8.4%
152 West 57th Street
Floor 23
New York, NY  10019-3310
------------------------------------------------------------------ -- ------------------- ------ ---------------------
                     Officers and Directors
------------------------------------------------------------------ -- ------------------- ------ ---------------------
Jesse Choper                                                                   0          (3)      *
------------------------------------------------------------------ -- ------------------- ------ ---------------------
Devarajan S. Puthukarai                                                  122,578          (4)     3.6%
------------------------------------------------------------------ -- ------------------- ------ ---------------------
Irwin H. Steinberg                                                        34,042          (5)     1.0%
------------------------------------------------------------------ -- ------------------- ------ ---------------------
William W. Scranton, III                                                       0          (6)      *
------------------------------------------------------------------ -- ------------------- ------ ---------------------
Joseph Wright, Jr.                                                             0          (7)      *
------------------------------------------------------------------ -- ------------------- ------ ---------------------
All executive officers and directors as a group (8 persons)              156,620          (8)     4.6%
------------------------------------------------------------------ -- ------------------- ------ ---------------------
</TABLE>

* Less than 1%

(1)      Includes 18,500 shares held by Barington Capital Group L.P., a member
         of BCG Strategic Investors LLC, whose general partner is LNA Capital
         Corp., and of which the Chairman, President and CEO is James
         Mitarotonda; 26,200 shares acquired by dot com Investment Corp., a
         member of BCG Strategic Investors, LLC, and of which the President and
         sole director is Seymour Holtzman; and 16,900 shares held by Barington
         Companies Equity Partners, L.P., whose general partner is Barington
         Companies Investors, LLC, of which the managing member is James
         Mitarotonda.

(2)      Includes 78,790 shares of Common Stock issuable upon exercise of Series
         B warrants and 43,828 shares of Common Stock issuable upon exercise of
         Series C warrants. Rho Management Partners L.P., a Delaware limited
         partnership, may be deemed the beneficial owner of shares registered in
         the name of Rho Management Trust I, under an investment advisory
         relationship by which Rho Management Partners L.P. exercises sole
         voting and investment control over Rho Management Trust I's shares and
         warrants.

(3)      Does not include (i) 7,500 shares of Common Stock issuable upon the
         exercise of 7,500 options and (ii) shares of restricted Common Stock
         with a fair market value of $3,500, both to be delivered by the Company
         to Mr. Choper for services provided in his role as director.

(4)      Consists of 22,997 shares of Common Stock issuable upon the exercise of
         warrants with exercise prices ranging from $16.50 to $19.80 per share
         and 63,756 shares of Common Stock issuable upon the exercise of vested
         options and 35,825 shares of restricted Common Stock. Does not include
         (i) 10,000 shares of Common Stock issuable upon the exercise of 10,000
         options and (ii) shares of restricted Common Stock with a fair market
         value of $6,500, both to be delivered by the Company to Mr. Puthukarai
         for services provided in his role as director.


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(5)      Includes of 5,000 shares of Common Stock issuable upon the exercise of
         vested options with an exercise price of $19.80 per share and 16,940
         shares of Common Stock issuable upon the exercise of warrants with an
         exercise price of $16.50 per share. Does not include (i) 10,000 shares
         of Common Stock issuable upon the exercise of 10,000 options and (ii)
         shares of restricted Common Stock with a fair market value of $7,000,
         both to be delivered by the Company to Mr. Steinberg for services
         provided in his role as director. Does not include and 6,048 shares of
         Common Stock issuable upon the exercise of warrants with an exercise
         price of $19.80 per share held by Mr. Steinberg's spouse and three
         children.

(6)      Does not include shares of restricted Common Stock with a fair market
         value of $7,000 to be delivered by the Company to Mr. Scranton for
         services provided in his role as director.

(7)      Does not include (i) 7,500 shares of Common Stock issuable upon the
         exercise of 7,500 options and (ii) shares of restricted Common Stock
         with a fair market value of $7,000, both to be delivered by the Company
         to Mr. Wright for services provided in his role as director.

(8)      Includes 22,997 shares of Common Stock issuable upon the exercise of
         outstanding Common Stock warrants and 68,756 shares of Common Stock
         issuable upon the exercise of vested options. Does not reflect as
         beneficially owned by the Company's President and Chief Executive
         Officer, James Mitarotonda, shares held by BCG Strategic Investors LLC,
         Barington Capital Group L.P., or Barington Equity Partners, L.P.; Mr.
         Mitarotonda is a managing member of BCG Strategic Investors LLC, the
         Chairman, President and CEO of LNA Capital Corp., the general partner
         of Barington Capital Group L.P., and the managing member of Barington
         Company Investors, LLC, the general partner of Barington Companies
         Equity Partners, L.P. Also does not reflect as beneficially owned by
         the Chairman of the Company's Board of Directors, Seymour Holtzman,
         shares held by BCG Strategic Investors LLC or dot com Investment Corp.;
         Mr. Holtzman, along with Mr. Mitarotonda, is a managing member of BCG
         Strategic Investors LLC and the President and sole director of dot com
         Investment Corp. See also Note 1 to this table, above. Does not include
         (i) 35,000 shares of Common Stock issuable upon the exercise of vested
         options and (ii) shares of restricted Common Stock with a fair market
         value of $31,000, to be delivered by the Company to Mr. Choper, Mr.
         Puthukarai, Mr. Steinberg, Mr. Scranton and Mr. Wright, both to be
         delivered by the Company for services provided in their roles as
         directors.

Description of Stockholder Agreement

         On January 12, 2001, the Company entered into a stockholder agreement
with BCG Strategic Investors, LLC, Barington Capital Group, L.P., Barington
Companies Equity Partners, L.P. and dot com Investment Corporation (collectively
known as the "BCG Group"). The Company agreed to appoint three nominees of BCG
Group as directors of the Company. Mr. Mitarotonda was appointed as a Class A
director, Joseph Wright, Jr. as a Class B director and Seymour Holtzman,
Chairman of the Board and a Class C director. As of January 12, 2001, pursuant
to such stockholder agreement, the Company issued stock appreciation rights for
75,000 shares to each of James Mitarotonda and Seymour Holtzman. The stock
appreciation right provides that it may be exercised for cash in an amount equal
to the excess value, if any, by which the market value of the shares on the date
of exercise exceeds $4.563, as adjusted from time to time. In accordance with
Stock Appreciation Rights Agreement, the exercise price of the stock
appreciation rights was adjusted to reflect the cash distribution of $3.00 per
share paid to all stockholders of record on March 1, 2001. After the adjustment,
Mr. Mitarotonda and Mr. Holtzman each own 184,756 stock appreciation rights with
an exercise price of $1.8523. No compensation expense has been recorded during
the year ended December 31, 2001, as the Company's stock price was lower than
the stock appreciation right's exercise price. In addition, pursuant to such
stockholder agreement, Mr. Mitarotonda was appointed President and Chief
Executive Officer of the Company on January 18, 2001. At the end of the
standstill period under such stockholder agreement, on May 12, 2001, a BCG
Strategic Investors, LLC nominee, Jesse Choper, was added to the Board of
Directors.


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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this amendment to Form 10-K be signed on its
behalf by the undersigned, thereunto duly authorized.


                                    musicmaker.com, Inc.

                                    By: /s/ James A. Mitarotonda
                                        -------------------------------
                                    James A. Mitarotonda
                                    President and Chief Executive Officer



Dated:  May 3, 2002




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