================================================================================


                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                SCHEDULE 14D-9
         Solicitation/Recommendation Statement under Section 14(d)(4)
                    of the Securities Exchange Act of 1934

                                EMUSIC.COM INC.
                           (Name of Subject Company)

                                EMUSIC.COM INC.
                      (Names of Persons Filing Statement)

                    COMMON STOCK, PAR VALUE $.001 PER SHARE
                        (Title of Class of Securities)

                                   292476108
                     (CUSIP Number of Class of Securities)

                               Gene Hoffman, Jr.
                     President and Chief Executive Officer
                           1991 Broadway, 2nd Floor
                        Redwood City, California 94063
                                (650) 216-0200
     (Name, address, and telephone numbers of person authorized to receive
     notices and communications on behalf of the persons filing statement)

                                With copies to:

                              Henry Lesser, Esq.
                               Andrew Zeif, Esq.
                       Gray Cary Ware & Freidenrich, LLP
                              400 Hamilton Avenue
                          Palo Alto, California 94301
                                (650) 833-2000

[X]  Check the box if filing relates solely to preliminary communications made
     before the commencement of a tender offer.




Preliminary communication filed as part of this Schedule and incorporated
herein by reference:

    1. Press release dated April 18, 2001

EMusic security holders and any potential investors in EMusic are advised to
carefully read the tender offer statement on Schedule TO, the
solicitation/recommendation statement on Schedule 14D-9 and any other documents
EMusic or Universal Music Group files with the Securities and Exchange
Commission in connection with the proposed tender offer or merger when they
become available because they will contain important information about the
proposed transaction. Investors and security holders may obtain free copies of
these documents (when available) and other documents filed by EMusic at the
SEC's website at www.sec.gov. These documents (when available) may also be
                 -----------
obtained for free via e-mail by contacting EMusic at investor@emusic.com.