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                                                                    EXHIBIT 99.3

FOR IMMEDIATE RELEASE,
CONTACT:

Christopher M. Salyer
Chairman, CEO
CD Warehouse, Inc.
(405) 949-2422

CD Warehouse Announces the Appointment of Stephen Browne and Eugene Davis To The
             Board of Directors and the Resignation of Ronald Perry

Oklahoma City, OK--September 11, 2000--Christopher M. Salyer, Chairman and CEO
of CD Warehouse, Inc. (NASDAQ :CDWI), an innovative leader in the retail music
industry, announced today the resignation of Ronald V. Perry as a director of
the company, and the appointment of Stephen B. Browne and Eugene I. Davis to the
Board of Directors.

"We have been fortunate to have Ron Perry as a director since the company's IPO
in 1997, and we honor his contributions to the board and to the company," said
Mr. Salyer. "We have been equally fortunate in our ability to attract the
services of men such as Stephen Browne and Gene Davis, who bring a wealth of
franchise and business experience and acumen to the board," concluded Mr.
Salyer.

Stephen B. Browne is President, Chairman and CEO of All-American Bottling
Corporation. He is a third-generation soft drink bottler and has spent his
entire career in the soft drink industry.  Mr. Browne has served as General
Sales Manager of the Coca-Cola Bottling Company of Miami from 1968 to 1972 and
was Vice Chairman of Full Service Beverage Company from 1972 to 1990.  In
addition, he served as President of Royal Crown Cola Bottlers Association.  He
is a graduate of Lawrenceville School and the University of Oklahoma.

Eugene I. Davis is Chairman and CEO of Pirinate Consulting Group, L.L.C., a
corporate strategy consulting firm, Chairman and CEO of Murdock Communications
Corp., a telecommunications enterprise, and CEO of SmarTalk Teleservices Corp.,
a prepaid calling card services provider. Mr. Davis also serves as a director of
Coho Energy, Inc., Eagle Geophysical Corp., Murdock Communications Corp., and
Tipperary Corporation. During 1998 and 1999 he was Chief Operating Officer of
Total-Tel Communications, Inc., a long distance phone service provider. Prior to
that he was CEO of Sport Supply Group, Inc., a sporting goods and athletic
equipment distributor, and was President of Emerson Radio Corp., a distributor
of consumer electronics, from 1992 to 1997. Mr. Davis is a graduate of Columbia
University School of International Affairs and Columbia University School of
Law.

CD Warehouse, Inc. franchises and operates retail music stores in 38 states, the
District of Columbia, England, France, Guatemala, Canada and Venezuela under the
names "CD Warehouse," "disc go round," "CD Exchange," and "Music Trader."  CD
Warehouse stores buy, sell and trade pre-owned CDs, DVDs and games with their
customers, as well as sell a full complement of new release CDs.  CD Warehouse
operates its retail website under the name of cdwarehouse.com.  Company
information is available at www.cdwi.com.
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Statements made in this press release, other than those concerning historical
information, should be considered forward-looking and subject to various risks
and uncertainties. Such forward-looking statements are made based on
management's belief as well as assumptions made by, and information currently
available to, management pursuant to the "safe harbor' provisions of the Private
Securities Litigation Reform Act of 1995. The Company's actual results may
differ materially from the results anticipated in these forward-looking
statements as a result of a variety of factors, including those contained in the
Company's periodic reports filed with the Securities and Exchange Commission.