As filed with the Securities and Exchange Commission on July 11, 2000.
                                                   Registration No. 333-________
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                ----------------

                                 MEDIABAY, INC.
             (Exact name of registrant as specified in its charter)

                                 ---------------

    Florida                     20 Community Place                 65-0429858
(State or other            Morristown, New Jersey 07960           (IRS employer
jurisdiction of                   (973)  539-9528                 identification
incorporation or   (Address, including zip code, and telephone    number)
organization)      number, including area code, of registrant's
                   principal executive offices)

                               ------------------

        20 Community Place
        Morristown, New Jersey                             07960
        (Address of Principal Executive Offices)           (Zip Code)


                            2000 Stock Incentive Plan
                       -----------------------------------
                              (Full Title of Plan)

                                 Michael Herrick
                             Chief Executive Officer
                                 MediaBay, Inc.
                               20 Community Place
                          Morristown, New Jersey 07960
                 ----------------------------------------------
                     (Name and Address of Agent for Service)

                                    Copy to:

                             Brad L. Shiffman, Esq.
                                Ethan Seer, Esq.
                        Blank Rome Tenzer Greenblatt LLP
                              405 Lexington Avenue
                            New York, New York 10174
                            Telephone: (212) 885-5000
                            Facsimile: (212) 885-5001

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

<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------
                                                         Proposed         Proposed
                                                         Maximum          Maximum
Title of each                             Amount         Offering        Aggregate         Amount of
Class of Securities                        To be        Price Per    Offering Price(2)   Registration
to be Registered                       Registered(1)   Security(2)                            Fee
---------------------------------------------------------------------------------------------------------
<S>                                      <C>              <C>           <C>                <C>
Common stock, no par value per share     3,500,000        $ 4.03        $14,105,000        $ 3,723.72

---------------------------------------------------------------------------------------------------------
</TABLE>


(1)  In addition, pursuant to Rule 416 under the Securities Act of 1933, this
     Registration Statement also registers an indeterminate number of shares of
     common stock which may be issued pursuant to the anti-dilution provisions
     of the stock options granted or to be granted by the Registrant under its
     2000 Stock Incentive Plan.

(2)  Calculated solely for the purpose of determining the registration fee
     pursuant to Rule 457 under the Securities Act of 1933 and based upon (a) as
     to the 2.396,250 shares of common stock issuable upon exercise of options
     previously granted under the 2000 Stock Incentive Plan upon the prices at
     which such options may be exercised, (b) as to the remaining 1,103,750
     shares issuable upon exercise of options or other stock-based awards
     reserved for issuance under the 2000 Stock Incentive Plan, the basis of the
     average of the high and low prices for the common stock as quoted on Nasdaq
     on July 6, 2000.
<PAGE>

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

              Item 1.   Plan Information.*

              Item 2.   Registrant Information and Employee
                        Plan Annual Information.*

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 and the Note to Part I of Form S-8.
<PAGE>

                                 MEDIABAY, INC.

                        2,100,000 Shares of Common Stock

     This prospectus relates to up to 2,100,000 shares of the common stock of
MediaBay, Inc. which have been registered for resale by some of our shareholders
pursuant to this prospectus. These shares are issuable upon exercise of options
granted under MediaBay's 2000 Stock Incentive Plan.

     The common stock may be offered from time to time by the selling
shareholders through ordinary brokerage transactions in the over-the-counter
markets, in negotiated transactions or otherwise, at market prices prevailing at
the time of sale or at negotiated prices and in other ways as described in the
"Plan of Distribution." MediaBay will receive proceeds from any exercise for
cash of the options but not from any sale of the shares of common stock being
offered hereby that are underlying the options.

     The common stock is listed for trading on the Nasdaq National Market under
the symbol "MBAY". On July 10, 2000, the closing sale price of the common stock
as reported by the Nasdaq National Market was $2.50.


     An investment in the common stock is speculative and involves a high degree
of risk. See "Risk Factors" beginning on Page 4.


     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.


                  The date of this Prospectus is July 11, 2000.
<PAGE>

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents previously filed by MediaBay with the Securities
and Exchange Commission are incorporated herein by reference and shall be deemed
a part of this prospectus:


(1)  Annual Report on Form 10-KSB for the year ended December 31, 1999;
(2)  Quarterly Report on Form 10-QSB for the quarter ended March 31, 2000;
(3)  Form 8-K/A, Amendment dated July 20, 1999 to the Current Report on Form 8-K
     for the event dated June 15, 1999;
(4)  Form 10-KSB/A, Amendment No. 1 to Form 10-KSB for the year ended December
     31, 1999; and
(5)  The description of our common stock contained in our Registration Statement
     on Form 8-A dated November 12, 1999, together with any amendment or report
     filed with the SEC for the purpose of updating the description.

     All documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, after the date of this prospectus and before
the termination of the offering of the securities hereby shall be deemed to be
incorporated by reference in this prospectus and to be a part of this prospectus
on the date of filing of the documents. Any statement incorporated in this
prospectus shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained in this prospectus or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference in this prospectus modifies or supersedes the
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this prospectus or the
registration statement of which it is a part.

     This prospectus incorporates documents by reference with respect to
MediaBay that are not presented herein or delivered herewith. These documents
are available without charge to any person, including any beneficial owner of
our securities, to whom this prospectus is delivered, upon written or oral
request to Mr. John Levy, MediaBay, Inc., 20 Community Place, Morristown, New
Jersey 07960, telephone: (973) 539-9528.

     MediaBay is subject to the informational requirements of the Exchange Act.
We file reports, proxy statements and other information with the SEC. These
reports and other information can be read and copied at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. Our electronic filings made through the SEC's electronic data
gathering, analysis and retrieval system are publicly available through the
SEC's worldwide web site (http://www.sec.gov).


                                      -2-
<PAGE>

                                   THE COMPANY

     MediaBay, Inc. is a leading provider of premium spoken word content and
products in hard goods and digital download formats via the Internet and various
offline methods. Our content library includes approximately 72,000 audiobook
titles, 59,000 old time radio programs, 3,500 classic video programs and audio
versions of newspapers, magazines and other spoken word content. We market our
content to our customer database of 2.3 million names and on our web site which
is currently attracting over 1.1 million unique visitors per month. We market
our audiobooks through Audio Book Club, the largest membership-based club of its
kind with approximately 1.8 million members, and our audiobookclub.com web site.
Our old time radio and classic video programs are marketed through the Internet
and direct mail catalogs and, on a wholesale basis, to major retailers,
including Costco, Best Buy, Sam's Club, Barnes & Noble, Waldenbooks, B. Dalton
Booksellers and Amazon.com. All of our products are available for purchase over
the Internet through our content-rich portal located at MediaBay.com. In
addition, we are currently encoding our library of proprietary and licensed
content to offer products in digital download format.

     We believe that we were the first significant entrant into the spoken word
content e-commerce market. We operate the MediaBay network which consists of
MediaBay.com, audiobookclub.com and bestbookclubs.com. MediaBay.com is an
innovative content and e-commerce web site that combines the entertainment of
content driven web sites with the product selection and service of e-commerce
sites, while providing a sense of community for visitors. We launched
MediaBay.com to (1) capitalize on our substantial customer base and ability to
drive traffic to our websites and (2) transport our unique spoken word,
audiobook and old time radio and video content library online. MediaBay.com
utilizes our extensive library of premium spoken word content and various
product offerings to attract visitors, increase the duration and frequency of
their visits and expand our e-commerce opportunities.

     We were incorporated in Florida in August 1993 under the name Audio Book
Club, Inc. In October 1999, we changed our name to MediaBay, Inc. Our principal
executive offices are located at 20 Community Place, Morristown, New Jersey
07960. Our telephone number is (973) 539-9528. Our principal Internet addresses
are MediaBay.com and audiobookclub.com. Information contained on these web sites
and our other web sites is not deemed part of this prospectus.


                                      -3-
<PAGE>

                                  RISK FACTORS

     Prospective investors should consider carefully the following risk factors
before purchasing any shares of the common stock offered hereby by the selling
shareholders.

     Risks Related to our Financial Condition

     We have a history of losses, are not currently profitable and may incur
future losses.

     Since our inception, we have incurred significant losses. We had losses of
$7.0 million during the year ended December 31, 1998, $6.7 million during the
year ended December 31, 1999 and $3.5 million during the quarter ended March 31,
2000. As of March 31, 2000, we had an accumulated deficit of $33.6 million.

     As we continue to implement our growth strategy, we intend to incur
significant expenses in acquiring additional customers, attracting visitors to
our web sites and enhancing our product offerings by adopting new technologies,
including digital download capabilities. We will incur these expenses before any
related anticipated revenues are received. As a result, losses and negative cash
flow from operations may continue. We are not currently profitable and may not
become profitable in the future.

     Our intangible assets and goodwill represent a significant portion of our
assets. Amortization of our intangible assets will adversely impact our net
income, and we may never realize the full value of our intangible assets.

     As of December 31, 1999, we had $59.3 million of intangible assets,
representing approximately 63.1% of our total assets. These intangible assets
consist primarily of goodwill arising from our acquisitions. We will incur
amortization expenses relating to these intangible assets of $7.2 million in
each of 2000 and 2001. These expenses will decrease from $3.6 million in 2002 to
$2.5 million in 2018. These expenses will reduce our future earnings or increase
our future losses. We may not receive the recorded value for our intangible
assets if we sell or liquidate our business or assets. In addition, if the value
of any of our intangible assets declines, we could incur significant additional
non-cash charges, and the market price of our common stock could be adversely
affected.

     We may not be able to meet our obligations to repurchase shares of our
common stock in the future.

     We granted sellers in our acquisitions the right to sell back to us shares
of our common stock that we issued to them. Unless our common stock satisfies
specific price targets and/or trading volume requirements, these rights could
require us to purchase up to 305,000 shares in the future as follows:

     o    25,000 shares at a price of $14.00 per share beginning on December 31,
          2003;
     o    up to 230,000 shares at a price of $15.00 per share beginning on
          December 31, 2004; and

     o    50,000 shares at a price of $15.00 per share beginning on December 31,
          2005.

     If we were required to repurchase all 305,000 shares, it would cost us
approximately $4.6 million. We may not have sufficient funds to meet these
obligations to repurchase stock in the future.


                                      -4-
<PAGE>

     Risks Related to our Operations

     Our products are sold in a niche market that is still evolving and may have
limited future growth potential.

     We believe that the market for audiobooks and old time radio and classic
video programs has expanded rapidly in recent years. However, consumer interest
in audiobooks and old time radio and classic video programs may decline in the
future, and growth trends in these markets may stagnate or decline. The sale of
audiobooks through mail order clubs and over the Internet are emerging retail
concepts, and audiobooks are still evolving as a niche market. As is typically
the case in an evolving industry, the ultimate level of demand and market
acceptance for our products is subject to a high degree of uncertainty. A
decline in the popularity of audiobooks and old time radio and classic video
programs would limit our future growth potential and negatively impact our
future operating results.

     We may be unable to anticipate changes in consumer preference for our
products and may lose sales opportunities.

     Our success depends largely on our ability to anticipate and respond to a
variety of changes in the audiobook, old time radio and classic video
industries. These changes include economic factors affecting discretionary
consumer spending, modifications in consumer demographics and the availability
of other forms of entertainment. The audiobook, old time radio and classic video
markets are characterized by changing consumer preferences, which could affect
our ability to:

     o    plan for catalog offerings;
     o    introduce new titles;
     o    anticipate order lead time;
     o    accurately assess inventory requirements; and
     o    develop new product delivery methods.

     Although we evaluate many factors and attempt to anticipate the popularity
and life cycle of audiobook titles, the ultimate level of demand for specific
titles is subject to a high level of uncertainty. Sales of audiobook titles
typically decline rapidly after the first few months following release. If sales
of specific titles decline more rapidly than we expect, we could be left with
excess inventory, which we might be forced to sell at reduced prices. If we fail
to anticipate and respond to factors affecting the audiobook industry in a
timely manner, we could lose significant amounts of capital or potential sales
opportunities.

     The market for digital download of spoken word content is uncertain, and we
may not be able to participate in this market effectively or at all.

     Digital download of spoken word content from the Internet is a relatively
new method of distribution and its growth and market acceptance is uncertain.
Purchasing spoken word content over the Internet in digital download format
involves adjustments in general consumer purchasing patterns, and consumers may
not be willing to purchase spoken word content in digital download format. If we
invest significant amounts of money and effort in developing digital download
products which do not achieve widespread popularity, or if the market for
digital download of spoken word content does not evolve as we anticipate, we may
not be able to recover our investment.

     Since pricing patterns for the supply and sale of digital download of
spoken word content have not yet been established, we may not be able to buy
these products on the same terms as our existing products. Our profit margin for
these products also may not be as favorable as our profit margins for our
existing products.


                                      -5-
<PAGE>

     We may not be able to license or produce desirable spoken word content,
which could reduce our revenues.

     We could lose sales opportunities if we are unable to continue to obtain
the rights to additional audiobook libraries or selected audiobook titles. Many
of our license agreements with audiobook publishers are short-term,
non-exclusive agreements, typically one to three years in length, and some of
our agreements will expire over the next several months unless they are renewed.
We may not be able to renew existing license and supply arrangements for
audiobook publishers' libraries or enter into additional arrangements for the
supply of new audiobook titles.

     If our third-party providers fail to perform their services properly, our
business and results of operations could be adversely affected.

     Third-party providers conduct all of our Audio Book Club customer service
operations, process orders and collect payments for us. If these providers fail
to perform their services properly, Audio Book Club members could develop
negative perceptions of our business, collections of receivables could be
delayed and our operations might not function efficiently.

     Our marketing strategy to acquire new members could result in increased
costs, and we may not acquire as many members as we anticipate, which would
inhibit our sales growth.

     If our direct mail and other marketing strategies are not successful, our
per member acquisition costs may increase, and we may acquire fewer new members
than anticipated, which would slow our sales growth. We use a variety of
modeling and list analysis procedures and techniques as part of our efforts to
target our direct mail campaigns efficiently, and we intend to increase the
number of prospective members to which member solicitation packages will be
mailed. However, the success of our planned direct mail campaigns is subject to
a high degree of risk and uncertainty, and we may fail to accurately target the
type of persons who are likely to join our Audio Book Club.

     Increased member attrition could negatively impact our future revenues and
operating results.

     Increases in membership attrition above the rates we anticipate could
materially reduce our future revenues. We incur significant up front
expenditures in connection with acquiring new members. A member may not honor
his or her commitment, or we may choose to terminate a specific membership for
several reasons, including failure to pay for purchases, excessive returns or
cancelled orders. As a result, we may not be able to fully recoup our costs
associated with acquiring new members. In addition, once a member has satisfied
his or her initial commitment to purchase additional audiobooks at regular
prices, the member has no further commitment to make purchases.

     If third parties obtain unauthorized access to our member and customer
databases and other proprietary information, we would lose the competitive
advantage they provide.

     We believe that our Audio Book Club member file and customer lists are
valuable proprietary resources, and we have expended significant amounts of
capital in acquiring these names. Our member and customer lists, trade secrets,
trademarks and other proprietary information have limited protection. Third
parties may copy or obtain unauthorized access to our member and customer
databases and other proprietary know-how, trade secrets, ideas and concepts.
Competitors could also independently develop or otherwise obtain access to our
proprietary information. In addition, we rent our lists for one-time use only to
third parties that do not compete with us. This practice subjects us to the risk
that these third parties may use our lists for unauthorized purposes, including
selling them to our competitors. Our confidentiality agreements with our
executive officers, employees, list managers and appropriate consultants and
service suppliers may not


                                      -6-
<PAGE>

adequately protect our trade secrets. If our lists or other proprietary
information were to become generally available, we would lose a significant
competitive advantage.

     Higher than anticipated product return rates could reduce our future
operating results.

     We experienced a product return rate of approximately 33% in 1998 and 26%
in 1999. If members and customers return products to us in the future at higher
rates than in the past or than we currently anticipate, our net sales would be
reduced and our operating results would be adversely affected.

     If we are unable to collect our receivables in a timely manner, it may
negatively impact our cash flow and our operating results.

     We are subject to the risks associated with selling products on credit,
including delays in collection or uncollectibility of accounts receivable. As of
December 31, 1999, our allowance for doubtful accounts was approximately $2.9
million. If we experience significant delays in collection or uncollectibility
of accounts receivable, our liquidity and working capital position could suffer
and we could be required to increase our allowance for doubtful accounts which
would increase our expenses. Our accounts receivable have historically increased
from period to period, and we expect them to continue to increase as our
revenues increase.

     Increases in costs of postage could negatively impact our operating
results.

     We distribute millions of mailings each year, and postage is a significant
expense in the operation of our business. We do not pass on the costs of member
mailings and member solicitation packages. Even small increases in the cost of
postage multiplied by the millions of mailings we conduct would result in
increased expenses and would negatively impact our operating results.

     We face significant competition from a wide variety of sources for the sale
of our products.

     We compete with other web sites which offer similar entertainment products
or content, including digital download of spoken word content. New competitors,
including large companies, may elect to enter the markets for audiobooks and
spoken word content. We also compete for discretionary consumer spending with
mail order clubs and catalogs, other direct marketers and retailers that offer
products with similar entertainment value as audiobooks and old time radio and
classic video programs, such as music on cassettes and compact discs, printed
books, videos, and laser and digital video discs. Many of these competitors are
well-established companies which have greater financial resources that enable
them to better withstand substantial price competition or downturns in the
market for spoken word content.

     The audiobook and mail order industries are intensely competitive. We
compete with all other outlets through which audiobooks and other spoken word
content are offered, including:

     o    bookstores;
     o    audiobook stores which rent or sell only audiobooks;
     o    mail order companies that offer audiobooks for rental and sale through
          catalogs; and
     o    retail establishments such as convenience stores, video rental stores
          and wholesale clubs.

     The loss or unavailability of our key personnel could have a material
adverse effect on our business.

     Our success depends largely on the efforts of Norton Herrick, our Chairman,
and Michael Herrick, our Chief Executive Officer and President. Norton Herrick
is actively involved in the management and operation of several businesses and
is required to devote only as much time to our business and affairs as he deems


                                      -7-
<PAGE>

necessary to perform his duties. Norton Herrick may experience a conflict in the
allocation of his time among his various business ventures. The loss of the
service of either of these officers or of other key personnel could have a
material adverse effect on our business. We do not maintain key-man insurance on
the lives of these officers or any other key personnel.

     Risks Related to the Internet and Technology

     We have a limited history of operations on the Internet, which makes it
difficult to evaluate our future Internet prospects.

     In January 1998, we launched our Internet marketing strategy to acquire
members online and began to enter into agreements to attract visitors to our web
site. We launched MediaBay.com in July 1999 and jointly launched
bestbookclubs.com, our co-branded web site with Doubleday Direct, in September
1999. We are still developing some of the other web sites in our networked
community. Although we devote significant resources to develop and promote our
networked community of web sites, our efforts may not result in profits from our
Internet operations. In addition to the risks of our business generally, the
risks associated with developing operations in a new and rapidly evolving
market, such as online commerce, include our ability to:

     o    successfully implement our brand awareness and marketing campaigns;
     o    successfully compete against other companies that sell similar
          products online;
     o    develop new strategic and marketing relationships, including
          agreements with Internet portals, to advertise and direct customers to
          our web sites;
     o    continue to develop and upgrade our technology;
     o    respond to changes in a rapidly evolving and unpredictable business
          environment, including the risk that the Internet may not continue to
          grow as rapidly as expected; and
     o    attract, retain and motivate qualified personnel.

     We may not be able to continue to license rights to sell spoken word
content in new formats, such as digital download of audio files, or to respond
rapidly to technological developments in the spoken word content industry.

     If we are unable to adapt our content and our web sites to evolving
entertainment technologies and to continue to license the rights to sell spoken
word content in new and emerging formats, such as digital download of audio
files and enabling technologies, our product offerings may become obsolete and
consumers may purchase spoken word content elsewhere. Some of our arrangements
with audiobook publishers permit us to produce and sell audiobooks in a cassette
and CD format, and they may not permit us to adapt our licenses to new
technologies. Although we have the ability to offer secure digital download of
our spoken word content to personal computers, we believe that the introduction
by third parties of portable consumer electronic devices will be necessary for
broad consumer acceptance of digital download files. In addition, the technology
used in delivering spoken word content over the Internet may continue to evolve
rapidly.

     We may experience system interruptions which affect access to our web sites
and our ability to sell products over the Internet.

     Our marketing efforts have increasingly focused on our Internet operations,
and our future revenues may depend in part on the number of web site visitors
who join as Audio Book Club members and who make online purchases. The
satisfactory performance, reliability and availability of our web sites,
transaction-processing systems and network infrastructure are critical to our
ability to attract and retain visitors at our web sites. If we experience system
interruptions that prevent customers and potential customers from accessing our
web sites, consumer perception of our on-line business could be adversely
affected, and we could lose sales opportunities and visitor traffic.


                                      -8-
<PAGE>

     Security risks of electronic commerce could discourage the purchase of our
products over the Internet or expose us to claims.

     The transmission of private information, such as credit card numbers, over
the Internet is vulnerable to exposure and use by hackers and other unauthorized
persons. Advances in computer hacking or cryptographic decoding could result in
a compromise of the technology or other software used by us to protect customer
transactions and other data. If there is any significant compromise of our
systems' security or if customers perceive our web sites as not secure, we could
lose business or be exposed to potential claims of failure to protect or misuse
of confidential information.

     Unauthorized duplication of our licensed content could affect our business
damages.

     Our attempts to ensure secure delivery of spoken word content to purchasers
over the Internet may not prevent the unauthorized replication of content that
we license for distribution. Unauthorized duplication of our content could
discourage content providers from entering into future licensing agreements with
us. If we permit unauthorized duplication of the content we sell, we could
become liable to content providers for substantial damages. Furthermore, we may
be required to spend increasing amounts of time and money to attempt to reduce
possible unauthorized duplication of the content we offer.

     We could be sued for content that we distribute over the Internet and could
become subject to substantial damage claims.

     As a distributor and publisher of content over the Internet, we could
become liable for copyright or trademark infringement, defamation, indecency or
other claims based on the nature and content of materials that we offer to
consumers. Lawsuits based on our content could be expensive to defend and
damaging to our business. We could be liable for damage claims in excess of the
amount of indemnification payments or insurance reimbursement, if any, that we
might obtain.

     The inability to acquire or maintain effective Internet web domain names
could create confusion and direct traffic away from our web sites.

     We currently hold various Internet web addresses relating to our network.
If we are not able to prevent third parties from acquiring web addresses that
are similar to our addresses, third parties could acquire similar domain names
which could create confusion that diverts traffic away from our web sites, which
would adversely affect our business. In addition, infringement claims by third
parties which challenge our use of these names could result in the expenditure
of significant financial and managerial resources or cause us to lose such names
and the benefits of brand awareness we are spending resources to develop. The
acquisition and maintenance of web addresses generally is regulated by
governmental agencies and their designees. The regulation of web addresses in
the United States and in foreign countries is subject to change. As a result, we
may not be able to acquire or maintain relevant web addresses in all countries
where we conduct business. Furthermore, the relationship between regulations
governing these addresses and laws protecting proprietary rights is unclear.


                                      -9-
<PAGE>

     The Internet is subject to legal uncertainties and potential government
regulation that could impair the growth of the Internet, decrease demand for
products we offer on our web sites and increase our costs.

     The application of existing laws to the Internet, particularly with respect
to property ownership, libel, pricing and user privacy is uncertain. Government
agencies and regulatory authorities may adopt future laws and regulations
governing electronic commerce or Internet consumer protection. These laws and
regulations could:

     o    impose burdensome requirements on our ability to conduct our business
          over the Internet;
     o    discourage consumer use of the Internet;
     o    decrease demand for our products; or
     o    increase our costs.

     We may become subject to liability for taxes in connection with our
Internet sales.

     We currently are not required to collect sales or other taxes on Internet
sales of content products in most states. Our business could be harmed if
additional sales or similar taxes are imposed on us or if jurisdictions in which
purchasers of our content reside require that we collect sales or similar taxes
when selling over the Internet. Significant tax requirements could increase our
costs associated with Internet sales. Additionally, increased costs associated
with taxes passed on to consumers could discourage consumers from making
purchases from us.

     Risks Related to our Capital Structure

     The Herrick family exerts significant influence over shareholder matters.

     Norton Herrick, Michael Herrick and Howard Herrick and their affiliates own
approximately 29.4% of our outstanding common stock. As significant shareholders
and directors, they are able generally to direct our affairs and exert
significant influence over matters which require director or shareholder vote,
including the election of directors, amendments to our Articles of Incorporation
or approval of the dissolution, merger, or sale of MediaBay, our subsidiaries or
substantially all of our assets. This concentration of ownership by the Herrick
family could delay or prevent a change in our control, even when a change in
control might be in the best interests of other shareholders.

     The terms of our debt impose restrictions on our business.

     As of June 30, 2000, we have approximately $6.6 million of debt outstanding
under our revolving line of credit and $10.0 million principal amount of debt
outstanding under convertible promissory notes. In addition to limiting our
ability to incur additional indebtedness, our existing indebtedness under our
revolving line of credit limits or prohibits us from:

     o    merging into or consolidating with another corporation;
     o    selling all or substantially all of our assets;
     o    declaring or paying cash dividends; or
     o    materially changing the nature of our business.

     In addition, if an event of default occurs under the convertible promissory
note or senior credit facility, the indebtedness could become due and payable.
Moreover, the revolving line of credit matures on August 31, 2000 and we have
not yet consummated a replacement line of credit. We might not have sufficient
funds to repay this outstanding indebtedness in the future.


                                      -10-
<PAGE>

     Our ability to use our net operating losses may be limited in future
periods, which could increase our tax ability.

     Under Section 382 of the Internal Revenue Code of 1986, utilization of
prior net operating losses is limited after an ownership change, as defined in
Section 382, to an annual amount equal to the value of the corporation's
outstanding stock immediately before the date of the ownership change multiplied
by the long-term tax exempt rate. The additional equity financing we obtained in
connection with recent financings has resulted in an ownership change and, thus,
may limit our use of prior net operating losses. In the event we achieve
profitable operations, any significant limitation on the utilization of net
operating losses would have the effect of increasing our tax liability and
reducing after tax net income and available cash reserves. We are unable to
determine the availability of net operating losses since this availability is
dependent upon profitable operations, which we have not achieved in prior
periods.

     Our stock price has been and could continue to be extremely volatile.

     The market price of our common stock has been subject to significant
fluctuations since our initial public offering in October 1997. The securities
markets have experienced, and are likely to experience in the future,
significant price and volume fluctuations which could adversely affect the
market price of our common stock without regard to our operating performance. In
addition, the trading price of our common stock could be subject to significant
fluctuations in response to:

     o    actual or anticipated variations in our quarterly operating results;
     o    announcements by us or other industry participants,
     o    factors affecting the market for spoken word content;
     o    changes in national or regional economic conditions;
     o    changes in securities analysts' estimates for us, our competitors' or
          our industry or our failure to meet such analysts' expectations; and
     o    general market conditions.

     All of our shares of restricted common stock are currently eligible for
sale and could be sold in the market in the near future, which could depress our
stock price.

     As of June 30, 2000, we have outstanding 13,421,866 shares of common stock.
Approximately 7,400,000 of our shares are currently freely trading without
restriction under the Securities Act of 1933. All of the remaining approximately
6,000,000 shares have been registered for resale or have been held by their
holders for over two years and are eligible for sale under Rule 144(e).

     The sale of a significant number of shares of common stock following the
closing of this offering could adversely affect the market price of our common
stock. Moreover, as the underlying shares are sold, the market price could drop
significantly if the holders of these restricted shares sell them or if the
market perceives that the holders intend to sell these shares.

     There are currently outstanding options and warrants and other convertible
securities to purchase approximately 11.2 million shares of common stock at a
weighted average price of $7.29 per share. Substantially all of these shares
have been registered for resale and may be sold, subject, in some cases, to
lock-up agreements in the public market by their holders upon exercise. To the
extent they are exercised or converted, your percentage ownership will be
further diluted and our stock price could be further adversely affected. This
could also adversely affect the terms upon which we will be able to obtain
additional equity capital, since the holders of outstanding options and warrants
can be expected to exercise them at a time when we would, in all likelihood, be
able to obtain any needed capital on terms more favorable to us than those
provided in the outstanding options and warrants.


                                      -11-
<PAGE>

            SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS

     This prospectus and the documents incorporated by reference in this
Prospectus contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by the
forward-looking statements. These statements relate to our future plans,
objectives, expectations and intentions and may be identified by the use of the
words such as believe, expect, anticipate, intend and plan and similar
expressions. Factors that could contribute to these differences include those
discussed in the Risk Factors section appearing elsewhere in this prospectus. We
caution you not to place undue reliance on these forward-looking statements,
which speak only as of the date the statement was made.


                                 USE OF PROCEEDS

     We will receive proceeds from any exercise for cash of options made before
the sale of any of the shares of common stock being offered hereby that are
underlying any of the options. Any proceeds we receive will be added to our
working capital. We will not receive any proceeds from any sales of shares of
common stock made from time to time hereunder by the selling shareholders. We
have agreed to bear the expenses in connection with the registration of the
common stock being offered hereby by the selling shareholders.


                          DESCRIPTION OF CAPITAL STOCK

General

     MediaBay is authorized to issue 150,000,000 shares of common stock, no par
value, and 5,000,000 shares of preferred stock, no par value. As of June 30,
2000, there were 13,421,866 shares of common stock outstanding and no shares of
preferred stock outstanding.

Common Stock

     The holders of our common stock are entitled to one vote per share on all
matters submitted to a vote of the shareholders, including the election of
directors, and, subject to preferences that may be applicable to any preferred
stock outstanding at the time, are entitled to receive ratably dividends, if
any, as may be declared from time to time by the board of directors out of funds
legally available therefor. In the event of liquidation or dissolution of
MediaBay, the holders of common stock are entitled to receive all assets
available for distribution to the shareholders, subject to any preferential
rights of any preferred stock then outstanding. The holders of our common stock
have no preemptive or other subscription rights, and there are no conversion
rights or redemption or sinking fund provisions with respect to the common
stock. All of the outstanding shares of common stock are, and the shares of
common stock offered hereby upon issuance and sale will be, fully paid and
non-assessable. The rights, preferences and privileges of the holders of our
common stock are subject to, and may be adversely affected by, the right of the
holders of any shares of preferred stock which our board of directors may
designate in the future.


                                      -12-
<PAGE>

Preferred Stock

     Authorized but undesignated shares of preferred stock may be issued from
time to time in one or more series upon authorization by our board of directors.
Our board of directors, without further approval of the shareholders, is
authorized to fix the dividend rights and terms, conversion rights, voting
rights, redemption rights and terms, liquidation preferences, and other rights,
preferences, privileges and restrictions applicable to each series of preferred
stock. The issuance of preferred stock, while providing flexibility in
connection with possible acquisitions and other corporate purposes could
adversely affect the voting power of the holders of common stock and make it
more difficult for a third party to gain control of MediaBay prevent or
substantially delay a change of control, discourage bids for our common stock at
a premium or otherwise adversely affect the market price of our common stock.

Classified Board of Directors

     Our by-laws divide our board of directors into three classes, serving
staggered three-year terms. The staggered terms of the classes of directors may
make it more difficult for a third party to gain control of our board or to
acquire MediaBay and may discourage bids for our common stock at a premium. In
addition, our Articles of Incorporation provide that shareholders may not call
special meetings of shareholders unless they represent at least 25% of our
outstanding voting shares of stock.

Transfer Agent

     The transfer agent and registrar for our common stock is Continental Stock
Transfer & Trust Company, New York, New York.

           SHAREHOLDERS FOR WHICH SHARES ARE BEING REGISTERED FOR SALE

     The following table sets forth information as of June 30, 2000, with
respect to the shareholders for which shares are being registered for sale:

<TABLE>
<CAPTION>

                                 Beneficial Ownership of                           Shares Beneficially          % of Shares
Shareholders for Which Shares    Shares of Common Stock,    Shares Registered      Owned Assuming the       Beneficially Owned
Shares are Being Registered         including Shares        for Sale Assuming      Sale of the Shares      Assuming the Sale of
for Sale                           Registered for Sale     Exercise of Options         Registered          the Shares Registered
-----------------------------    -----------------------   -------------------     -------------------     ---------------------
<S>                                     <C>                     <C>                      <C>                        <C>
Norton Herrick                          5,381,431               1,500,000                3,881,431                  23.1
Howard Herrick                          4,002,640                 150,000                3,852,640                  27.9
Evan Herrick                            1,157,990                 150,000                1,007,990                   7.0
David Ziller                              150,000                 150,000                        0                     0
Hakan Lindskog                            150,000                 150,000                        0                     0
</TABLE>

Norton Herrick is our Chairman and Director. Howard Herrick is our Executive
Vice President and Director. Evan Herrick provides services to us. David Ziller
is our Executive Vice President/Marketing. Hakan Lindskog is our Chief Operating
Officer. Howard and Evan Herrick are sons of Norton Herrick, our Chairman, and
brothers of Michael Herrick, our Chief Executive Officer.

All of the shares registered for sale are issuable upon exercise of options
granted from time to time, under the 2000 Stock Incentive Plan as consideration
for the option holders' employment and for services rendered and/or to be
rendered to us.


                                      -13-
<PAGE>

The above table assumes as to each shareholder named in the above table the
exercise of all of the options granted to such person under the Company's 2000
Stock Incentive Plan whether or not currently exercisable and sale of all of the
shares issuable upon exercise of such options but no other options, warrants or
convertible securities held by the shareholder. We cannot assure you that any
options will be exercised or that any shares of common stock offered by the
persons named in the above table will be sold. The shareholders are not required
to exercise any of the options or to sell any of the shares of common stock
offered by them.

The above table also assumes for calculating each shareholder's beneficial and
percentage ownership that options, warrants or convertible securities that are
held by such shareholder (but not held by any other selling shareholder or
person) and are exercisable within 60 days from the date this prospectus have
been exercised and converted.

Evan Herrick's beneficial ownership of shares does note include 150,000 shares
of common stock issuable upon exercise of options granted to him upon exercise
of options granted to him under our 1997 stock option plan. Evan Herrick has
irrevocably granted to Norton Herrick sole voting and dispositive power with
respect to the shares of common stock issuable upon exercise of the options held
by Evan Herrick.


                              PLAN OF DISTRIBUTION

     MediaBay is registering the shares on behalf of the selling shareholders.
As used herein, selling shareholders includes donees, transferees and pledgees
selling shares received from a named selling shareholder after the date of this
prospectus. We have agreed to bear the expenses in connection with the
registration of the shares offered and sold by the selling shareholders.
Brokerage commissions and similar selling expenses, if any, attributable to the
sale of shares will be borne by the selling shareholders. Sales of shares may be
effected by selling shareholders from time to time in one or more types of
transactions, which may include block transactions, on the Nasdaq National
Market, in the over-the-counter market, in negotiated transactions, or a
combination of these methods of sale, at market prices prevailing at the time of
sale, or at negotiated prices. These transactions may or may not involve brokers
or dealers. The selling shareholders have advised us that they have not entered
into any agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their securities.

     The selling shareholders may effect transactions by selling shares directly
to purchasers, through agents designated from time to time, or to or through
broker-dealers, which may act as agents or principals. These broker-dealers may
receive compensation in the form of discounts, concessions, or commissions from
the selling shareholders and/or the purchasers of shares for whom broker-dealers
may act as agents or to whom they sell as principal, or both (which compensation
as to a particular broker-dealer might be in excess of customary commissions).

     The selling shareholders and any broker-dealers that act in connection with
the sale of shares of common stock might be deemed to be underwriters, within
the meaning of Section 2(a)(11) of the Securities Act, and any commissions
received by broker-dealers and any profit on the resale of the shares sold by
them while acting as principals might be deemed to be underwriting discounts or
commissions under the Securities Act. MediaBay has agreed to indemnify some of
the selling shareholders against certain liabilities, including liabilities
arising under the Securities Act. The selling shareholders may agree to
indemnify any agent, dealer or broker-dealer that participates in transactions
involving sales of the shares of common stock against certain liabilities,
including liabilities arising under the Securities Act.

     Because selling shareholders may be deemed to be underwriters, within the
meaning of Section 2(a)(11) of the Securities Act, the selling shareholders will
be subject to the prospectus delivery requirements of the


                                      -14-
<PAGE>

Securities Act, which may include delivery through the facilities of the Nasdaq
National Market pursuant to Rule 153 under the Securities Act.

     Selling shareholders also may resell all or a portion of the shares of
common stock in open market transactions in reliance upon Rule 144 under the
Securities Act, provided they meet the criteria and conform to the requirements
of this rule.


                                 INDEMNIFICATION

     Our Articles of Incorporation and By-Laws provide that we shall indemnify
our directors and officers to the fullest extent permitted by the Florida
Business Corporation Act. The Florida Business Corporation Act provides that
none of our directors or officers shall be personally liable to us or our
shareholders for damages for breach of any duty owed to MediaBay or our
shareholders, except for liability for (i) acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (ii) any
unlawful payment of a dividend or unlawful stock repurchase or redemption in
violation of the Florida Business Corporation Act, (iii) any transaction from
which the director received an improper personal benefit or (iv) a violation of
a criminal law.

     We have entered into indemnification agreements with some of our employees,
officers and consultants. Under the terms of the indemnity agreements, we have
agreed to indemnify, to the fullest extent permitted under applicable law,
against any amounts which the employee, officer or consultant may become legally
obligated to pay in connection with any claim arising from or out of the
employee, officer or consultant acting, in connection with any services
performed by or on behalf of us and related expenses. Provided however, that the
employee, officer or consultant shall reimburse us for the amounts if the
individual is found, as finally judicially determined by a court of competent
jurisdiction, not to have been entitled to indemnification.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted for our directors, officers and controlling persons pursuant to
the foregoing provisions, or otherwise, we have been advised that in the opinion
of the SEC this indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against these liabilities, other than the payment by us of
expenses incurred or paid by a director, officer or controlling person of us in
the successful defense of any action, suit or proceeding is asserted by the
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of the
issue.


                                  LEGAL MATTERS

     The legality of the shares of common stock offered hereby was passed upon
for MediaBay, Inc. by Blank Rome Tenzer Greenblatt LLP, New York, New York.



                                      -15-
<PAGE>



                         WHERE YOU CAN FIND INFORMATION

     MediaBay has filed with the SEC, a Registration Statement with respect to
the securities offered by this prospectus. This prospectus, filed as part of
such Registration Statement, does not contain all of the information set forth
in, or annexed as exhibits to, the Registration Statement, portions of which
have been omitted in accordance with the rules and regulations of the SEC. For
further information with respect to MediaBay and this offering, reference is
made to the Registration Statement, including exhibits filed therewith, which
may be read and copied at the SEC at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at its regional offices: 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade
Center, 13th Floor, New York, New York 10048. You can obtain copies of these
materials at prescribed rates from the Public Reference Room of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our
electronic filings made through the SEC's electronic data gathering, analysis
and retrieval system are publicly available through the SEC's worldwide web site
(http://www.sec.gov).


                                      -16-
<PAGE>

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

  We have not authorized any dealer, sales person or any other person to give
any information or to represent anything not contained in this prospectus. You
must not rely on any unauthorized information. This prospectus does not offer to
sell or buy any securities in any jurisdiction where it is unlawful.


                                TABLE OF CONTENTS

                                                        Page
                                                        ----
Incorporation of Certain Documents
  by Reference..........................................  2
The Company.............................................  3
Risk Factors............................................  4
Special Information Regarding
  Forward Looking Information........................... 12
Use of Proceeds......................................... 12
Description of Capital Stock............................ 12
Shareholders for Which Shares
  are Being Registered for Sale......................... 13
Plan of Distribution.................................... 14
Indemnification......................................... 15
Legal Matters........................................... 15
Where You Can Find Information.......................... 16


                                2,100,000 Shares

                                  Common Stock



                                 MEDIABAY, INC.



                                  -------------

                                   PROSPECTUS

                                  -------------



                                  July 11, 2000

================================================================================
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference.

     The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:

     1.   Annual Report on Form 10-KSB for the year ended December 31, 1999;

     2.   Quarterly Report on Form 10-QSB for the quarter ended March 31, 2000;

     3.   Form 8-K/A, Amendment dated July 20, 1999 to the Current Report on
          Form 8-K for the event dated June 15, 1999;

     4.   Form 10-KSB/A Amendment No. 1 to Form 10-KSB for the year ended
          December 31, 1999;

     5.   The description of the Company's common stock contained in its
          Registration Statement on Form 8-A dated November 12, 1999, together
          with any amendment or report filed with the Securities and Exchange
          Commission for the purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the respective date of filing of such documents. Any
statement contained in a document incorporated by reference herein is modified
or superseded for all purposes to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which is
incorporated by reference modifies or replaces such statement.

     Any reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.


     Item 4. Description of Securities.

     Not applicable.

     Item 5. Interests of Named Experts and Counsel.

     Not applicable

     Item 6. Indemnification of Directors and Officers.


<PAGE>


     The Florida Business Corporation Act (the "Florida Act") contains
provisions entitling the Registrant's directors and officers to indemnification
from judgments, settlements, penalties, fines, and reasonable expenses
(including attorney's fees) as the result of an action or proceeding in which
they may be involved by reason of having been a director or officer of the
Registrant. In its Articles of Incorporation, the Registrant has included a
provision that limits, to the fullest extent now or hereafter permitted by the
Florida Act, the personal liability of its directors to the Registrant or its
shareholders for monetary damages arising from a breach of their fiduciary
duties as directors. Under the Florida Act as currently in effect, this
provision limits a director's liability except where such director breaches a
duty.

     The Registrant's Articles of Incorporation and By-Laws provide that the
Registrant shall indemnify, and upon request shall advance expenses to, its
directors and officers to the fullest extent permitted by the Florida Act. The
Florida Act provides that no director or officer of the Registrant shall be
personally liable to the Registrant or its shareholders for damages for breach
of any duty owed to the Registrant or its shareholders, except for liability for
(i) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (ii) any unlawful payment of a dividend or
unlawful stock repurchase or redemption in violation of the Florida Act, (iii)
any transaction from which the director received an improper personal benefit or
(iv) a violation of a criminal law. This provision does not prevent the
Registrant or its shareholders from seeking equitable remedies, such as
injunctive relief or rescission. If equitable remedies are found not to be
available to shareholders in any particular case, shareholders may not have any
effective remedy against actions taken by directors that constitute negligence
or gross negligence.

     The Registrant has entered into indemnification agreements with certain
employees, officers and consultants. Pursuant to the terms of the indemnity
agreements, the Registrant has agreed to indemnify, to the fullest extent
permitted under applicable law, against any amounts which the employee, officer
or consultant may become legally obligated to pay in connection with any claim
arising from or out of the employee, officer or consultant acting, in connection
with any services performed by or on behalf of the Registrant and certain
expenses related thereto. Provided however, that the employee, officer or
consultant shall reimburse the Registrant for such amounts if the such
individual is found, as finally judicially determined by a court of competent
jurisdiction, not to have been entitled to such indemnification.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to any charter provision, by-law, contract, arrangement,
statute or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission (the "Commission") such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.

     Item 7. Exemption from Registration Claimed.

     Not Applicable.

     Item 8. Exhibits.

Exhibit No.         Description
-----------         -----------

         5         Opinion of Blank Rome Tenzer Greenblatt LLP

        23.1       Consent of Deloitte & Touche LLP

        23.2       Consent of KPMG LLP

        23.3       Consent of Blank Rome Tenzer Greenblatt LLP (included in
                   Exhibit 5)

        24.1       Power of Attorney (included on Page II-5 of this
                   Registration Statement)


                                      II-2

<PAGE>

     Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high and of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and prices represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          registration statement; and

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

     provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed with or furnished to the
     Commission by the Registrant pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934 that are incorporated by reference in the
     Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in such Act and will be governed by the final adjudication
of such issue.


                                      II-3
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Morristown, State of New Jersey, on this 10th day of
July 2000.


                              MEDIABAY, INC.


                              By: /s/ Michael Herrick
                                 ----------------------------------------------
                                      Michael Herrick, Chief Executive Officer

     Each person whose signature appears below authorizes each of Norton Herrick
and Michael Herrick, or either of them as his true and lawful attorney-in-fact
with full power of substitution to execute in the name and on behalf of each
such person, individually and in each capacity stated below, and to file any and
all amendments to this Registration Statement, including any and all
post-effective amendments thereto.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following person in the capacities and
on the dates stated.

<TABLE>
<CAPTION>

    Signature                                  Title                                            Date
    ---------                                  -----                                            ----


<S>                               <C>                                                        <C>
    /s/ Norton Herrick            Director and Chairman                                      July 10, 2000
    -----------------------
    Norton Herrick


    /s/ Michael Herrick           Director, Chief Executive Officer and President            July 10, 2000
    -----------------------       (Principal Executive Officer)
    Michael Herrick


    /s/ Howard Herrick            Director and Executive Vice President                      July 10, 2000
    -----------------------
    Howard Herrick


    /s/ Jesse Faber               Director                                                   July 10, 2000
    -----------------------
    Jesse Faber


    /s/ John Levy                 Executive Vice President and Chief Financial
    -----------------------       Officer (Principal Financial and Accounting                July 10, 2000
    John Levy                     Officer)


    /s/ Carl Wolf                 Director                                                   July 10, 2000
    ------------------------
    Carl Wolf


                                  Director                                                   July __, 2000
    ------------------------
    Roy Abrams


    /s/ Carl Amari                Director                                                   July 10, 2000
    ------------------------
    Carl Amari
</TABLE>


                                      II-4
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 73025}]
{"company-data": {"conformed-name": "MEDIABAY INC", "cik": "0001040973", "assigned-sic": "5961", "irs-number": "650429858", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41186", "film-number": "671359"}, "business-address": {"street1": "2295 CORPORATE BLVD STE 222", "city": "BOCA RATON", "state": "FL", "zip": "33431", "phone": "5612411426"}, "mail-address": {"street1": "2295 CORPORATE BLVD 222", "city": "BOCA RATON", "state": "FL", "zip": "33431"}, "former-company": {"former-conformed-name": "AUDIO BOOK CLUB INC", "date-changed": "19970612"}}
As filed with the Securities and Exchange Commission on July 11, 2000.
                                                   Registration No. 333-________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                ----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                ----------------

                                 MEDIABAY, INC.
             (Exact name of registrant as specified in its charter)

                                 ---------------

    Florida                     20 Community Place                 65-0429858
(State or other            Morristown, New Jersey 07960           (IRS employer
jurisdiction of                   (973)  539-9528                 identification
incorporation or   (Address, including zip code, and telephone    number)
organization)      number, including area code, of registrant's
                   principal executive offices)

                               ------------------

        20 Community Place
        Morristown, New Jersey                             07960
        (Address of Principal Executive Offices)           (Zip Code)

                            2000 Stock Incentive Plan
                       -----------------------------------
                              (Full Title of Plan)

                                 Michael Herrick
                             Chief Executive Officer
                                 MediaBay, Inc.
                               20 Community Place
                          Morristown, New Jersey 07960
                 ----------------------------------------------
                     (Name and Address of Agent for Service)

                                    Copy to:

                             Brad L. Shiffman, Esq.
                                Ethan Seer, Esq.
                        Blank Rome Tenzer Greenblatt LLP
                              405 Lexington Avenue
                            New York, New York 10174
                            Telephone: (212) 885-5000
                            Facsimile: (212) 885-5001

================================================================================
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------
                                                         Proposed         Proposed
                                                         Maximum          Maximum
Title of each                             Amount         Offering        Aggregate         Amount of
Class of Securities                        To be        Price Per    Offering Price(2)   Registration
to be Registered                       Registered(1)   Security(2)                            Fee
---------------------------------------------------------------------------------------------------------
Common stock, no par value per share     3,500,000        $ 4.03        $14,105,000        $ 3,723.72

---------------------------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416 under the Securities Act of 1933, this
     Registration Statement also registers an indeterminate number of shares of
     common stock which may be issued pursuant to the anti-dilution provisions
     of the stock options granted or to be granted by the Registrant under its
     2000 Stock Incentive Plan.

(2)  Calculated solely for the purpose of determining the registration fee
     pursuant to Rule 457 under the Securities Act of 1933 and based upon (a) as
     to the 2.396,250 shares of common stock issuable upon exercise of options
     previously granted under the 2000 Stock Incentive Plan upon the prices at
     which such options may be exercised, (b) as to the remaining 1,103,750
     shares issuable upon exercise of options or other stock-based awards
     reserved for issuance under the 2000 Stock Incentive Plan, the basis of the
     average of the high and low prices for the common stock as quoted on Nasdaq
     on July 6, 2000.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

              Item 1.   Plan Information.*

              Item 2.   Registrant Information and Employee
                        Plan Annual Information.*

* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 and the Note to Part I of Form S-8.
MEDIABAY, INC.

                        2,100,000 Shares of Common Stock

     This prospectus relates to up to 2,100,000 shares of the common stock of
MediaBay, Inc. which have been registered for resale by some of our shareholders
pursuant to this prospectus. These shares are issuable upon exercise of options
granted under MediaBay's 2000 Stock Incentive Plan.

     The common stock may be offered from time to time by the selling
shareholders through ordinary brokerage transactions in the over-the-counter
markets, in negotiated transactions or otherwise, at market prices prevailing at
the time of sale or at negotiated prices and in other ways as described in the
"Plan of Distribution." MediaBay will receive proceeds from any exercise for
cash of the options but not from any sale of the shares of common stock being
offered hereby that are underlying the options.

     The common stock is listed for trading on the Nasdaq National Market under
the symbol "MBAY". On July 10, 2000, the closing sale price of the common stock
as reported by the Nasdaq National Market was $2.50.

     An investment in the common stock is speculative and involves a high degree
of risk. See "Risk Factors" beginning on Page 4.

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

                  The date of this Prospectus is July 11, 2000.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents previously filed by MediaBay with the Securities
and Exchange Commission are incorporated herein by reference and shall be deemed
a part of this prospectus:

(1)  Annual Report on Form 10-KSB for the year ended December 31, 1999;
(2)  Quarterly Report on Form 10-QSB for the quarter ended March 31, 2000;
(3)  Form 8-K/A, Amendment dated July 20, 1999 to the Current Report on Form 8-K
     for the event dated June 15, 1999;
(4)  Form 10-KSB/A, Amendment No. 1 to Form 10-KSB for the year ended December
     31, 1999; and
(5)  The description of our common stock contained in our Registration Statement
     on Form 8-A dated November 12, 1999, together with any amendment or report
     filed with the SEC for the purpose of updating the description.

     All documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, after the date of this prospectus and before
the termination of the offering of the securities hereby shall be deemed to be
incorporated by reference in this prospectus and to be a part of this prospectus
on the date of filing of the documents. Any statement incorporated in this
prospectus shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained in this prospectus or in any
other subsequently filed document which also is, or is deemed to be,
incorporated by reference in this prospectus modifies or supersedes the
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this prospectus or the
registration statement of which it is a part.

     This prospectus incorporates documents by reference with respect to
MediaBay that are not presented herein or delivered herewith. These documents
are available without charge to any person, including any beneficial owner of
our securities, to whom this prospectus is delivered, upon written or oral
request to Mr. John Levy, MediaBay, Inc., 20 Community Place, Morristown, New
Jersey 07960, telephone: (973) 539-9528.

     MediaBay is subject to the informational requirements of the Exchange Act.
We file reports, proxy statements and other information with the SEC. These
reports and other information can be read and copied at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. Our electronic filings made through the SEC's electronic data
gathering, analysis and retrieval system are publicly available through the
SEC's worldwide web site (http://www.sec.gov).

                                      -2-
THE COMPANY

     MediaBay, Inc. is a leading provider of premium spoken word content and
products in hard goods and digital download formats via the Internet and various
offline methods. Our content library includes approximately 72,000 audiobook
titles, 59,000 old time radio programs, 3,500 classic video programs and audio
versions of newspapers, magazines and other spoken word content. We market our
content to our customer database of 2.3 million names and on our web site which
is currently attracting over 1.1 million unique visitors per month. We market
our audiobooks through Audio Book Club, the largest membership-based club of its
kind with approximately 1.8 million members, and our audiobookclub.com web site.
Our old time radio and classic video programs are marketed through the Internet
and direct mail catalogs and, on a wholesale basis, to major retailers,
including Costco, Best Buy, Sam's Club, Barnes & Noble, Waldenbooks, B. Dalton
Booksellers and Amazon.com. All of our products are available for purchase over
the Internet through our content-rich portal located at MediaBay.com. In
addition, we are currently encoding our library of proprietary and licensed
content to offer products in digital download format.

     We believe that we were the first significant entrant into the spoken word
content e-commerce market. We operate the MediaBay network which consists of
MediaBay.com, audiobookclub.com and bestbookclubs.com. MediaBay.com is an
innovative content and e-commerce web site that combines the entertainment of
content driven web sites with the product selection and service of e-commerce
sites, while providing a sense of community for visitors. We launched
MediaBay.com to (1) capitalize on our substantial customer base and ability to
drive traffic to our websites and (2) transport our unique spoken word,
audiobook and old time radio and video content library online. MediaBay.com
utilizes our extensive library of premium spoken word content and various
product offerings to attract visitors, increase the duration and frequency of
their visits and expand our e-commerce opportunities.

     We were incorporated in Florida in August 1993 under the name Audio Book
Club, Inc. In October 1999, we changed our name to MediaBay, Inc. Our principal
executive offices are located at 20 Community Place, Morristown, New Jersey
07960. Our telephone number is (973) 539-9528. Our principal Internet addresses
are MediaBay.com and audiobookclub.com. Information contained on these web sites
and our other web sites is not deemed part of this prospectus.

                                      -3-
RISK FACTORS

     Prospective investors should consider carefully the following risk factors
before purchasing any shares of the common stock offered hereby by the selling
shareholders.

     Risks Related to our Financial Condition

     We have a history of losses, are not currently profitable and may incur
future losses.

     Since our inception, we have incurred significant losses. We had losses of
$7.0 million during the year ended December 31, 1998, $6.7 million during the
year ended December 31, 1999 and $3.5 million during the quarter ended March 31,
2000. As of March 31, 2000, we had an accumulated deficit of $33.6 million.

     As we continue to implement our growth strategy, we intend to incur
significant expenses in acquiring additional customers, attracting visitors to
our web sites and enhancing our product offerings by adopting new technologies,
including digital download capabilities. We will incur these expenses before any
related anticipated revenues are received. As a result, losses and negative cash
flow from operations may continue. We are not currently profitable and may not
become profitable in the future.

     Our intangible assets and goodwill represent a significant portion of our
assets. Amortization of our intangible assets will adversely impact our net
income, and we may never realize the full value of our intangible assets.

     As of December 31, 1999, we had $59.3 million of intangible assets,
representing approximately 63.1% of our total assets. These intangible assets
consist primarily of goodwill arising from our acquisitions. We will incur
amortization expenses relating to these intangible assets of $7.2 million in
each of 2000 and 2001. These expenses will decrease from $3.6 million in 2002 to
$2.5 million in 2018. These expenses will reduce our future earnings or increase
our future losses. We may not receive the recorded value for our intangible
assets if we sell or liquidate our business or assets. In addition, if the value
of any of our intangible assets declines, we could incur significant additional
non-cash charges, and the market price of our common stock could be adversely
affected.

     We may not be able to meet our obligations to repurchase shares of our
common stock in the future.

     We granted sellers in our acquisitions the right to sell back to us shares
of our common stock that we issued to them. Unless our common stock satisfies
specific price targets and/or trading volume requirements, these rights could
require us to purchase up to 305,000 shares in the future as follows:

     o    25,000 shares at a price of $14.00 per share beginning on December 31,
          2003;
     o    up to 230,000 shares at a price of $15.00 per share beginning on
          December 31, 2004; and

     o    50,000 shares at a price of $15.00 per share beginning on December 31,
          2005.

     If we were required to repurchase all 305,000 shares, it would cost us
approximately $4.6 million. We may not have sufficient funds to meet these
obligations to repurchase stock in the future.

                                      -4-
Risks Related to our Operations

     Our products are sold in a niche market that is still evolving and may have
limited future growth potential.

     We believe that the market for audiobooks and old time radio and classic
video programs has expanded rapidly in recent years. However, consumer interest
in audiobooks and old time radio and classic video programs may decline in the
future, and growth trends in these markets may stagnate or decline. The sale of
audiobooks through mail order clubs and over the Internet are emerging retail
concepts, and audiobooks are still evolving as a niche market. As is typically
the case in an evolving industry, the ultimate level of demand and market
acceptance for our products is subject to a high degree of uncertainty. A
decline in the popularity of audiobooks and old time radio and classic video
programs would limit our future growth potential and negatively impact our
future operating results.

     We may be unable to anticipate changes in consumer preference for our
products and may lose sales opportunities.

     Our success depends largely on our ability to anticipate and respond to a
variety of changes in the audiobook, old time radio and classic video
industries. These changes include economic factors affecting discretionary
consumer spending, modifications in consumer demographics and the availability
of other forms of entertainment. The audiobook, old time radio and classic video
markets are characterized by changing consumer preferences, which could affect
our ability to:

     o    plan for catalog offerings;
     o    introduce new titles;
     o    anticipate order lead time;
     o    accurately assess inventory requirements; and
     o    develop new product delivery methods.

     Although we evaluate many factors and attempt to anticipate the popularity
and life cycle of audiobook titles, the ultimate level of demand for specific
titles is subject to a high level of uncertainty. Sales of audiobook titles
typically decline rapidly after the first few months following release. If sales
of specific titles decline more rapidly than we expect, we could be left with
excess inventory, which we might be forced to sell at reduced prices. If we fail
to anticipate and respond to factors affecting the audiobook industry in a
timely manner, we could lose significant amounts of capital or potential sales
opportunities.

     The market for digital download of spoken word content is uncertain, and we
may not be able to participate in this market effectively or at all.

     Digital download of spoken word content from the Internet is a relatively
new method of distribution and its growth and market acceptance is uncertain.
Purchasing spoken word content over the Internet in digital download format
involves adjustments in general consumer purchasing patterns, and consumers may
not be willing to purchase spoken word content in digital download format. If we
invest significant amounts of money and effort in developing digital download
products which do not achieve widespread popularity, or if the market for
digital download of spoken word content does not evolve as we anticipate, we may
not be able to recover our investment.

     Since pricing patterns for the supply and sale of digital download of
spoken word content have not yet been established, we may not be able to buy
these products on the same terms as our existing products. Our profit margin for
these products also may not be as favorable as our profit margins for our
existing products.

                                      -5-
We may not be able to license or produce desirable spoken word content,
which could reduce our revenues.

     We could lose sales opportunities if we are unable to continue to obtain
the rights to additional audiobook libraries or selected audiobook titles. Many
of our license agreements with audiobook publishers are short-term,
non-exclusive agreements, typically one to three years in length, and some of
our agreements will expire over the next several months unless they are renewed.
We may not be able to renew existing license and supply arrangements for
audiobook publishers' libraries or enter into additional arrangements for the
supply of new audiobook titles.

     If our third-party providers fail to perform their services properly, our
business and results of operations could be adversely affected.

     Third-party providers conduct all of our Audio Book Club customer service
operations, process orders and collect payments for us. If these providers fail
to perform their services properly, Audio Book Club members could develop
negative perceptions of our business, collections of receivables could be
delayed and our operations might not function efficiently.

     Our marketing strategy to acquire new members could result in increased
costs, and we may not acquire as many members as we anticipate, which would
inhibit our sales growth.

     If our direct mail and other marketing strategies are not successful, our
per member acquisition costs may increase, and we may acquire fewer new members
than anticipated, which would slow our sales growth. We use a variety of
modeling and list analysis procedures and techniques as part of our efforts to
target our direct mail campaigns efficiently, and we intend to increase the
number of prospective members to which member solicitation packages will be
mailed. However, the success of our planned direct mail campaigns is subject to
a high degree of risk and uncertainty, and we may fail to accurately target the
type of persons who are likely to join our Audio Book Club.

     Increased member attrition could negatively impact our future revenues and
operating results.

     Increases in membership attrition above the rates we anticipate could
materially reduce our future revenues. We incur significant up front
expenditures in connection with acquiring new members. A member may not honor
his or her commitment, or we may choose to terminate a specific membership for
several reasons, including failure to pay for purchases, excessive returns or
cancelled orders. As a result, we may not be able to fully recoup our costs
associated with acquiring new members. In addition, once a member has satisfied
his or her initial commitment to purchase additional audiobooks at regular
prices, the member has no further commitment to make purchases.

     If third parties obtain unauthorized access to our member and customer
databases and other proprietary information, we would lose the competitive
advantage they provide.

     We believe that our Audio Book Club member file and customer lists are
valuable proprietary resources, and we have expended significant amounts of
capital in acquiring these names. Our member and customer lists, trade secrets,
trademarks and other proprietary information have limited protection. Third
parties may copy or obtain unauthorized access to our member and customer
databases and other proprietary know-how, trade secrets, ideas and concepts.
Competitors could also independently develop or otherwise obtain access to our
proprietary information. In addition, we rent our lists for one-time use only to
third parties that do not compete with us. This practice subjects us to the risk
that these third parties may use our lists for unauthorized purposes, including
selling them to our competitors. Our confidentiality agreements with our
executive officers, employees, list managers and appropriate consultants and
service suppliers may not

                                      -6-
adequately protect our trade secrets. If our lists or other proprietary
information were to become generally available, we would lose a significant
competitive advantage.

     Higher than anticipated product return rates could reduce our future
operating results.

     We experienced a product return rate of approximately 33% in 1998 and 26%
in 1999. If members and customers return products to us in the future at higher
rates than in the past or than we currently anticipate, our net sales would be
reduced and our operating results would be adversely affected.

     If we are unable to collect our receivables in a timely manner, it may
negatively impact our cash flow and our operating results.

     We are subject to the risks associated with selling products on credit,
including delays in collection or uncollectibility of accounts receivable. As of
December 31, 1999, our allowance for doubtful accounts was approximately $2.9
million. If we experience significant delays in collection or uncollectibility
of accounts receivable, our liquidity and working capital position could suffer
and we could be required to increase our allowance for doubtful accounts which
would increase our expenses. Our accounts receivable have historically increased
from period to period, and we expect them to continue to increase as our
revenues increase.

     Increases in costs of postage could negatively impact our operating
results.

     We distribute millions of mailings each year, and postage is a significant
expense in the operation of our business. We do not pass on the costs of member
mailings and member solicitation packages. Even small increases in the cost of
postage multiplied by the millions of mailings we conduct would result in
increased expenses and would negatively impact our operating results.

     We face significant competition from a wide variety of sources for the sale
of our products.

     We compete with other web sites which offer similar entertainment products
or content, including digital download of spoken word content. New competitors,
including large companies, may elect to enter the markets for audiobooks and
spoken word content. We also compete for discretionary consumer spending with
mail order clubs and catalogs, other direct marketers and retailers that offer
products with similar entertainment value as audiobooks and old time radio and
classic video programs, such as music on cassettes and compact discs, printed
books, videos, and laser and digital video discs. Many of these competitors are
well-established companies which have greater financial resources that enable
them to better withstand substantial price competition or downturns in the
market for spoken word content.

     The audiobook and mail order industries are intensely competitive. We
compete with all other outlets through which audiobooks and other spoken word
content are offered, including:

     o    bookstores;
     o    audiobook stores which rent or sell only audiobooks;
     o    mail order companies that offer audiobooks for rental and sale through
          catalogs; and
     o    retail establishments such as convenience stores, video rental stores
          and wholesale clubs.

     The loss or unavailability of our key personnel could have a material
adverse effect on our business.

     Our success depends largely on the efforts of Norton Herrick, our Chairman,
and Michael Herrick, our Chief Executive Officer and President. Norton Herrick
is actively involved in the management and operation of several businesses and
is required to devote only as much time to our business and affairs as he deems

                                      -7-
necessary to perform his duties. Norton Herrick may experience a conflict in the
allocation of his time among his various business ventures. The loss of the
service of either of these officers or of other key personnel could have a
material adverse effect on our business. We do not maintain key-man insurance on
the lives of these officers or any other key personnel.

     Risks Related to the Internet and Technology

     We have a limited history of operations on the Internet, which makes it
difficult to evaluate our future Internet prospects.

     In January 1998, we launched our Internet marketing strategy to acquire
members online and began to enter into agreements to attract visitors to our web
site. We launched MediaBay.com in July 1999 and jointly launched
bestbookclubs.com, our co-branded web site with Doubleday Direct, in September
1999. We are still developing some of the other web sites in our networked
community. Although we devote significant resources to develop and promote our
networked community of web sites, our efforts may not result in profits from our
Internet operations. In addition to the risks of our business generally, the
risks associated with developing operations in a new and rapidly evolving
market, such as online commerce, include our ability to:

     o    successfully implement our brand awareness and marketing campaigns;
     o    successfully compete against other companies that sell similar
          products online;
     o    develop new strategic and marketing relationships, including
          agreements with Internet portals, to advertise and direct customers to
          our web sites;
     o    continue to develop and upgrade our technology;
     o    respond to changes in a rapidly evolving and unpredictable business
          environment, including the risk that the Internet may not continue to
          grow as rapidly as expected; and
     o    attract, retain and motivate qualified personnel.

     We may not be able to continue to license rights to sell spoken word
content in new formats, such as digital download of audio files, or to respond
rapidly to technological developments in the spoken word content industry.

     If we are unable to adapt our content and our web sites to evolving
entertainment technologies and to continue to license the rights to sell spoken
word content in new and emerging formats, such as digital download of audio
files and enabling technologies, our product offerings may become obsolete and
consumers may purchase spoken word content elsewhere. Some of our arrangements
with audiobook publishers permit us to produce and sell audiobooks in a cassette
and CD format, and they may not permit us to adapt our licenses to new
technologies. Although we have the ability to offer secure digital download of
our spoken word content to personal computers, we believe that the introduction
by third parties of portable consumer electronic devices will be necessary for
broad consumer acceptance of digital download files. In addition, the technology
used in delivering spoken word content over the Internet may continue to evolve
rapidly.

     We may experience system interruptions which affect access to our web sites
and our ability to sell products over the Internet.

     Our marketing efforts have increasingly focused on our Internet operations,
and our future revenues may depend in part on the number of web site visitors
who join as Audio Book Club members and who make online purchases. The
satisfactory performance, reliability and availability of our web sites,
transaction-processing systems and network infrastructure are critical to our
ability to attract and retain visitors at our web sites. If we experience system
interruptions that prevent customers and potential customers from accessing our
web sites, consumer perception of our on-line business could be adversely
affected, and we could lose sales opportunities and visitor traffic.

                                      -8-
Security risks of electronic commerce could discourage the purchase of our
products over the Internet or expose us to claims.

     The transmission of private information, such as credit card numbers, over
the Internet is vulnerable to exposure and use by hackers and other unauthorized
persons. Advances in computer hacking or cryptographic decoding could result in
a compromise of the technology or other software used by us to protect customer
transactions and other data. If there is any significant compromise of our
systems' security or if customers perceive our web sites as not secure, we could
lose business or be exposed to potential claims of failure to protect or misuse
of confidential information.

     Unauthorized duplication of our licensed content could affect our business
damages.

     Our attempts to ensure secure delivery of spoken word content to purchasers
over the Internet may not prevent the unauthorized replication of content that
we license for distribution. Unauthorized duplication of our content could
discourage content providers from entering into future licensing agreements with
us. If we permit unauthorized duplication of the content we sell, we could
become liable to content providers for substantial damages. Furthermore, we may
be required to spend increasing amounts of time and money to attempt to reduce
possible unauthorized duplication of the content we offer.

     We could be sued for content that we distribute over the Internet and could
become subject to substantial damage claims.

     As a distributor and publisher of content over the Internet, we could
become liable for copyright or trademark infringement, defamation, indecency or
other claims based on the nature and content of materials that we offer to
consumers. Lawsuits based on our content could be expensive to defend and
damaging to our business. We could be liable for damage claims in excess of the
amount of indemnification payments or insurance reimbursement, if any, that we
might obtain.

     The inability to acquire or maintain effective Internet web domain names
could create confusion and direct traffic away from our web sites.

     We currently hold various Internet web addresses relating to our network.
If we are not able to prevent third parties from acquiring web addresses that
are similar to our addresses, third parties could acquire similar domain names
which could create confusion that diverts traffic away from our web sites, which
would adversely affect our business. In addition, infringement claims by third
parties which challenge our use of these names could result in the expenditure
of significant financial and managerial resources or cause us to lose such names
and the benefits of brand awareness we are spending resources to develop. The
acquisition and maintenance of web addresses generally is regulated by
governmental agencies and their designees. The regulation of web addresses in
the United States and in foreign countries is subject to change. As a result, we
may not be able to acquire or maintain relevant web addresses in all countries
where we conduct business. Furthermore, the relationship between regulations
governing these addresses and laws protecting proprietary rights is unclear.

                                      -9-
The Internet is subject to legal uncertainties and potential government
regulation that could impair the growth of the Internet, decrease demand for
products we offer on our web sites and increase our costs.

     The application of existing laws to the Internet, particularly with respect
to property ownership, libel, pricing and user privacy is uncertain. Government
agencies and regulatory authorities may adopt future laws and regulations
governing electronic commerce or Internet consumer protection. These laws and
regulations could:

     o    impose burdensome requirements on our ability to conduct our business
          over the Internet;
     o    discourage consumer use of the Internet;
     o    decrease demand for our products; or
     o    increase our costs.

     We may become subject to liability for taxes in connection with our
Internet sales.

     We currently are not required to collect sales or other taxes on Internet
sales of content products in most states. Our business could be harmed if
additional sales or similar taxes are imposed on us or if jurisdictions in which
purchasers of our content reside require that we collect sales or similar taxes
when selling over the Internet. Significant tax requirements could increase our
costs associated with Internet sales. Additionally, increased costs associated
with taxes passed on to consumers could discourage consumers from making
purchases from us.

     Risks Related to our Capital Structure

     The Herrick family exerts significant influence over shareholder matters.

     Norton Herrick, Michael Herrick and Howard Herrick and their affiliates own
approximately 29.4% of our outstanding common stock. As significant shareholders
and directors, they are able generally to direct our affairs and exert
significant influence over matters which require director or shareholder vote,
including the election of directors, amendments to our Articles of Incorporation
or approval of the dissolution, merger, or sale of MediaBay, our subsidiaries or
substantially all of our assets. This concentration of ownership by the Herrick
family could delay or prevent a change in our control, even when a change in
control might be in the best interests of other shareholders.

     The terms of our debt impose restrictions on our business.

     As of June 30, 2000, we have approximately $6.6 million of debt outstanding
under our revolving line of credit and $10.0 million principal amount of debt
outstanding under convertible promissory notes. In addition to limiting our
ability to incur additional indebtedness, our existing indebtedness under our
revolving line of credit limits or prohibits us from:

     o    merging into or consolidating with another corporation;
     o    selling all or substantially all of our assets;
     o    declaring or paying cash dividends; or
     o    materially changing the nature of our business.

     In addition, if an event of default occurs under the convertible promissory
note or senior credit facility, the indebtedness could become due and payable.
Moreover, the revolving line of credit matures on August 31, 2000 and we have
not yet consummated a replacement line of credit. We might not have sufficient
funds to repay this outstanding indebtedness in the future.

                                      -10-
Our ability to use our net operating losses may be limited in future
periods, which could increase our tax ability.

     Under Section 382 of the Internal Revenue Code of 1986, utilization of
prior net operating losses is limited after an ownership change, as defined in
Section 382, to an annual amount equal to the value of the corporation's
outstanding stock immediately before the date of the ownership change multiplied
by the long-term tax exempt rate. The additional equity financing we obtained in
connection with recent financings has resulted in an ownership change and, thus,
may limit our use of prior net operating losses. In the event we achieve
profitable operations, any significant limitation on the utilization of net
operating losses would have the effect of increasing our tax liability and
reducing after tax net income and available cash reserves. We are unable to
determine the availability of net operating losses since this availability is
dependent upon profitable operations, which we have not achieved in prior
periods.

     Our stock price has been and could continue to be extremely volatile.

     The market price of our common stock has been subject to significant
fluctuations since our initial public offering in October 1997. The securities
markets have experienced, and are likely to experience in the future,
significant price and volume fluctuations which could adversely affect the
market price of our common stock without regard to our operating performance. In
addition, the trading price of our common stock could be subject to significant
fluctuations in response to:

     o    actual or anticipated variations in our quarterly operating results;
     o    announcements by us or other industry participants,
     o    factors affecting the market for spoken word content;
     o    changes in national or regional economic conditions;
     o    changes in securities analysts' estimates for us, our competitors' or
          our industry or our failure to meet such analysts' expectations; and
     o    general market conditions.

     All of our shares of restricted common stock are currently eligible for
sale and could be sold in the market in the near future, which could depress our
stock price.

     As of June 30, 2000, we have outstanding 13,421,866 shares of common stock.
Approximately 7,400,000 of our shares are currently freely trading without
restriction under the Securities Act of 1933. All of the remaining approximately
6,000,000 shares have been registered for resale or have been held by their
holders for over two years and are eligible for sale under Rule 144(e).

     The sale of a significant number of shares of common stock following the
closing of this offering could adversely affect the market price of our common
stock. Moreover, as the underlying shares are sold, the market price could drop
significantly if the holders of these restricted shares sell them or if the
market perceives that the holders intend to sell these shares.

     There are currently outstanding options and warrants and other convertible
securities to purchase approximately 11.2 million shares of common stock at a
weighted average price of $7.29 per share. Substantially all of these shares
have been registered for resale and may be sold, subject, in some cases, to
lock-up agreements in the public market by their holders upon exercise. To the
extent they are exercised or converted, your percentage ownership will be
further diluted and our stock price could be further adversely affected. This
could also adversely affect the terms upon which we will be able to obtain
additional equity capital, since the holders of outstanding options and warrants
can be expected to exercise them at a time when we would, in all likelihood, be
able to obtain any needed capital on terms more favorable to us than those
provided in the outstanding options and warrants.

                                      -11-
SPECIAL INFORMATION REGARDING FORWARD LOOKING STATEMENTS

     This prospectus and the documents incorporated by reference in this
Prospectus contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by the
forward-looking statements. These statements relate to our future plans,
objectives, expectations and intentions and may be identified by the use of the
words such as believe, expect, anticipate, intend and plan and similar
expressions. Factors that could contribute to these differences include those
discussed in the Risk Factors section appearing elsewhere in this prospectus. We
caution you not to place undue reliance on these forward-looking statements,
which speak only as of the date the statement was made.

                                 USE OF PROCEEDS

     We will receive proceeds from any exercise for cash of options made before
the sale of any of the shares of common stock being offered hereby that are
underlying any of the options. Any proceeds we receive will be added to our
working capital. We will not receive any proceeds from any sales of shares of
common stock made from time to time hereunder by the selling shareholders. We
have agreed to bear the expenses in connection with the registration of the
common stock being offered hereby by the selling shareholders.

                          DESCRIPTION OF CAPITAL STOCK

General

     MediaBay is authorized to issue 150,000,000 shares of common stock, no par
value, and 5,000,000 shares of preferred stock, no par value. As of June 30,
2000, there were 13,421,866 shares of common stock outstanding and no shares of
preferred stock outstanding.

Common Stock

     The holders of our common stock are entitled to one vote per share on all
matters submitted to a vote of the shareholders, including the election of
directors, and, subject to preferences that may be applicable to any preferred
stock outstanding at the time, are entitled to receive ratably dividends, if
any, as may be declared from time to time by the board of directors out of funds
legally available therefor. In the event of liquidation or dissolution of
MediaBay, the holders of common stock are entitled to receive all assets
available for distribution to the shareholders, subject to any preferential
rights of any preferred stock then outstanding. The holders of our common stock
have no preemptive or other subscription rights, and there are no conversion
rights or redemption or sinking fund provisions with respect to the common
stock. All of the outstanding shares of common stock are, and the shares of
common stock offered hereby upon issuance and sale will be, fully paid and
non-assessable. The rights, preferences and privileges of the holders of our
common stock are subject to, and may be adversely affected by, the right of the
holders of any shares of preferred stock which our board of directors may
designate in the future.

                                      -12-
Preferred Stock

     Authorized but undesignated shares of preferred stock may be issued from
time to time in one or more series upon authorization by our board of directors.
Our board of directors, without further approval of the shareholders, is
authorized to fix the dividend rights and terms, conversion rights, voting
rights, redemption rights and terms, liquidation preferences, and other rights,
preferences, privileges and restrictions applicable to each series of preferred
stock. The issuance of preferred stock, while providing flexibility in
connection with possible acquisitions and other corporate purposes could
adversely affect the voting power of the holders of common stock and make it
more difficult for a third party to gain control of MediaBay prevent or
substantially delay a change of control, discourage bids for our common stock at
a premium or otherwise adversely affect the market price of our common stock.

Classified Board of Directors

     Our by-laws divide our board of directors into three classes, serving
staggered three-year terms. The staggered terms of the classes of directors may
make it more difficult for a third party to gain control of our board or to
acquire MediaBay and may discourage bids for our common stock at a premium. In
addition, our Articles of Incorporation provide that shareholders may not call
special meetings of shareholders unless they represent at least 25% of our
outstanding voting shares of stock.

Transfer Agent

     The transfer agent and registrar for our common stock is Continental Stock
Transfer & Trust Company, New York, New York.

           SHAREHOLDERS FOR WHICH SHARES ARE BEING REGISTERED FOR SALE

     The following table sets forth information as of June 30, 2000, with
respect to the shareholders for which shares are being registered for sale:
Beneficial Ownership of                           Shares Beneficially          % of Shares
Shareholders for Which Shares    Shares of Common Stock,    Shares Registered      Owned Assuming the       Beneficially Owned
Shares are Being Registered         including Shares        for Sale Assuming      Sale of the Shares      Assuming the Sale of
for Sale                           Registered for Sale     Exercise of Options         Registered          the Shares Registered
-----------------------------    -----------------------   -------------------     -------------------     ---------------------
Norton Herrick                          5,381,431               1,500,000                3,881,431                  23.1
Howard Herrick                          4,002,640                 150,000                3,852,640                  27.9
Evan Herrick                            1,157,990                 150,000                1,007,990                   7.0
David Ziller                              150,000                 150,000                        0                     0
Hakan Lindskog                            150,000                 150,000                        0                     0
Norton Herrick is our Chairman and Director. Howard Herrick is our Executive
Vice President and Director. Evan Herrick provides services to us. David Ziller
is our Executive Vice President/Marketing. Hakan Lindskog is our Chief Operating
Officer. Howard and Evan Herrick are sons of Norton Herrick, our Chairman, and
brothers of Michael Herrick, our Chief Executive Officer.

All of the shares registered for sale are issuable upon exercise of options
granted from time to time, under the 2000 Stock Incentive Plan as consideration
for the option holders' employment and for services rendered and/or to be
rendered to us.

                                      -13-
The above table assumes as to each shareholder named in the above table the
exercise of all of the options granted to such person under the Company's 2000
Stock Incentive Plan whether or not currently exercisable and sale of all of the
shares issuable upon exercise of such options but no other options, warrants or
convertible securities held by the shareholder. We cannot assure you that any
options will be exercised or that any shares of common stock offered by the
persons named in the above table will be sold. The shareholders are not required
to exercise any of the options or to sell any of the shares of common stock
offered by them.

The above table also assumes for calculating each shareholder's beneficial and
percentage ownership that options, warrants or convertible securities that are
held by such shareholder (but not held by any other selling shareholder or
person) and are exercisable within 60 days from the date this prospectus have
been exercised and converted.

Evan Herrick's beneficial ownership of shares does note include 150,000 shares
of common stock issuable upon exercise of options granted to him upon exercise
of options granted to him under our 1997 stock option plan. Evan Herrick has
irrevocably granted to Norton Herrick sole voting and dispositive power with
respect to the shares of common stock issuable upon exercise of the options held
by Evan Herrick.

                              PLAN OF DISTRIBUTION

     MediaBay is registering the shares on behalf of the selling shareholders.
As used herein, selling shareholders includes donees, transferees and pledgees
selling shares received from a named selling shareholder after the date of this
prospectus. We have agreed to bear the expenses in connection with the
registration of the shares offered and sold by the selling shareholders.
Brokerage commissions and similar selling expenses, if any, attributable to the
sale of shares will be borne by the selling shareholders. Sales of shares may be
effected by selling shareholders from time to time in one or more types of
transactions, which may include block transactions, on the Nasdaq National
Market, in the over-the-counter market, in negotiated transactions, or a
combination of these methods of sale, at market prices prevailing at the time of
sale, or at negotiated prices. These transactions may or may not involve brokers
or dealers. The selling shareholders have advised us that they have not entered
into any agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their securities.

     The selling shareholders may effect transactions by selling shares directly
to purchasers, through agents designated from time to time, or to or through
broker-dealers, which may act as agents or principals. These broker-dealers may
receive compensation in the form of discounts, concessions, or commissions from
the selling shareholders and/or the purchasers of shares for whom broker-dealers
may act as agents or to whom they sell as principal, or both (which compensation
as to a particular broker-dealer might be in excess of customary commissions).

     The selling shareholders and any broker-dealers that act in connection with
the sale of shares of common stock might be deemed to be underwriters, within
the meaning of Section 2(a)(11) of the Securities Act, and any commissions
received by broker-dealers and any profit on the resale of the shares sold by
them while acting as principals might be deemed to be underwriting discounts or
commissions under the Securities Act. MediaBay has agreed to indemnify some of
the selling shareholders against certain liabilities, including liabilities
arising under the Securities Act. The selling shareholders may agree to
indemnify any agent, dealer or broker-dealer that participates in transactions
involving sales of the shares of common stock against certain liabilities,
including liabilities arising under the Securities Act.

     Because selling shareholders may be deemed to be underwriters, within the
meaning of Section 2(a)(11) of the Securities Act, the selling shareholders will
be subject to the prospectus delivery requirements of the

                                      -14-
Securities Act, which may include delivery through the facilities of the Nasdaq
National Market pursuant to Rule 153 under the Securities Act.

     Selling shareholders also may resell all or a portion of the shares of
common stock in open market transactions in reliance upon Rule 144 under the
Securities Act, provided they meet the criteria and conform to the requirements
of this rule.

                                 INDEMNIFICATION

     Our Articles of Incorporation and By-Laws provide that we shall indemnify
our directors and officers to the fullest extent permitted by the Florida
Business Corporation Act. The Florida Business Corporation Act provides that
none of our directors or officers shall be personally liable to us or our
shareholders for damages for breach of any duty owed to MediaBay or our
shareholders, except for liability for (i) acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (ii) any
unlawful payment of a dividend or unlawful stock repurchase or redemption in
violation of the Florida Business Corporation Act, (iii) any transaction from
which the director received an improper personal benefit or (iv) a violation of
a criminal law.

     We have entered into indemnification agreements with some of our employees,
officers and consultants. Under the terms of the indemnity agreements, we have
agreed to indemnify, to the fullest extent permitted under applicable law,
against any amounts which the employee, officer or consultant may become legally
obligated to pay in connection with any claim arising from or out of the
employee, officer or consultant acting, in connection with any services
performed by or on behalf of us and related expenses. Provided however, that the
employee, officer or consultant shall reimburse us for the amounts if the
individual is found, as finally judicially determined by a court of competent
jurisdiction, not to have been entitled to indemnification.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted for our directors, officers and controlling persons pursuant to
the foregoing provisions, or otherwise, we have been advised that in the opinion
of the SEC this indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against these liabilities, other than the payment by us of
expenses incurred or paid by a director, officer or controlling person of us in
the successful defense of any action, suit or proceeding is asserted by the
director, officer or controlling person in connection with the securities being
registered, we will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of the
issue.

                                  LEGAL MATTERS

     The legality of the shares of common stock offered hereby was passed upon
for MediaBay, Inc. by Blank Rome Tenzer Greenblatt LLP, New York, New York.

                                      -15-
WHERE YOU CAN FIND INFORMATION

     MediaBay has filed with the SEC, a Registration Statement with respect to
the securities offered by this prospectus. This prospectus, filed as part of
such Registration Statement, does not contain all of the information set forth
in, or annexed as exhibits to, the Registration Statement, portions of which
have been omitted in accordance with the rules and regulations of the SEC. For
further information with respect to MediaBay and this offering, reference is
made to the Registration Statement, including exhibits filed therewith, which
may be read and copied at the SEC at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at its regional offices: 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade
Center, 13th Floor, New York, New York 10048. You can obtain copies of these
materials at prescribed rates from the Public Reference Room of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our
electronic filings made through the SEC's electronic data gathering, analysis
and retrieval system are publicly available through the SEC's worldwide web site
(http://www.sec.gov).

                                      -16-
================================================================================

  We have not authorized any dealer, sales person or any other person to give
any information or to represent anything not contained in this prospectus. You
must not rely on any unauthorized information. This prospectus does not offer to
sell or buy any securities in any jurisdiction where it is unlawful.

                                TABLE OF CONTENTS

                                                        Page
                                                        ----
Incorporation of Certain Documents
  by Reference..........................................  2
The Company.............................................  3
Risk Factors............................................  4
Special Information Regarding
  Forward Looking Information........................... 12
Use of Proceeds......................................... 12
Description of Capital Stock............................ 12
Shareholders for Which Shares
  are Being Registered for Sale......................... 13
Plan of Distribution.................................... 14
Indemnification......................................... 15
Legal Matters........................................... 15
Where You Can Find Information.......................... 16

                                2,100,000 Shares

                                  Common Stock

                                 MEDIABAY, INC.

                                  -------------

                                   PROSPECTUS

                                  -------------

                                  July 11, 2000

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference.

     The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:

     1.   Annual Report on Form 10-KSB for the year ended December 31, 1999;

     2.   Quarterly Report on Form 10-QSB for the quarter ended March 31, 2000;

     3.   Form 8-K/A, Amendment dated July 20, 1999 to the Current Report on
          Form 8-K for the event dated June 15, 1999;

     4.   Form 10-KSB/A Amendment No. 1 to Form 10-KSB for the year ended
          December 31, 1999;

     5.   The description of the Company's common stock contained in its
          Registration Statement on Form 8-A dated November 12, 1999, together
          with any amendment or report filed with the Securities and Exchange
          Commission for the purpose of updating such description.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the respective date of filing of such documents. Any
statement contained in a document incorporated by reference herein is modified
or superseded for all purposes to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which is
incorporated by reference modifies or replaces such statement.

     Any reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

     Item 4. Description of Securities.

     Not applicable.

     Item 5. Interests of Named Experts and Counsel.

     Not applicable

     Item 6. Indemnification of Directors and Officers.
The Florida Business Corporation Act (the "Florida Act") contains
provisions entitling the Registrant's directors and officers to indemnification
from judgments, settlements, penalties, fines, and reasonable expenses
(including attorney's fees) as the result of an action or proceeding in which
they may be involved by reason of having been a director or officer of the
Registrant. In its Articles of Incorporation, the Registrant has included a
provision that limits, to the fullest extent now or hereafter permitted by the
Florida Act, the personal liability of its directors to the Registrant or its
shareholders for monetary damages arising from a breach of their fiduciary
duties as directors. Under the Florida Act as currently in effect, this
provision limits a director's liability except where such director breaches a
duty.

     The Registrant's Articles of Incorporation and By-Laws provide that the
Registrant shall indemnify, and upon request shall advance expenses to, its
directors and officers to the fullest extent permitted by the Florida Act. The
Florida Act provides that no director or officer of the Registrant shall be
personally liable to the Registrant or its shareholders for damages for breach
of any duty owed to the Registrant or its shareholders, except for liability for
(i) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (ii) any unlawful payment of a dividend or
unlawful stock repurchase or redemption in violation of the Florida Act, (iii)
any transaction from which the director received an improper personal benefit or
(iv) a violation of a criminal law. This provision does not prevent the
Registrant or its shareholders from seeking equitable remedies, such as
injunctive relief or rescission. If equitable remedies are found not to be
available to shareholders in any particular case, shareholders may not have any
effective remedy against actions taken by directors that constitute negligence
or gross negligence.

     The Registrant has entered into indemnification agreements with certain
employees, officers and consultants. Pursuant to the terms of the indemnity
agreements, the Registrant has agreed to indemnify, to the fullest extent
permitted under applicable law, against any amounts which the employee, officer
or consultant may become legally obligated to pay in connection with any claim
arising from or out of the employee, officer or consultant acting, in connection
with any services performed by or on behalf of the Registrant and certain
expenses related thereto. Provided however, that the employee, officer or
consultant shall reimburse the Registrant for such amounts if the such
individual is found, as finally judicially determined by a court of competent
jurisdiction, not to have been entitled to such indemnification.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to any charter provision, by-law, contract, arrangement,
statute or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission (the "Commission") such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.

     Item 7. Exemption from Registration Claimed.

     Not Applicable.

     Item 8. Exhibits.

Exhibit No.         Description
-----------         -----------

         5         Opinion of Blank Rome Tenzer Greenblatt LLP

        23.1       Consent of Deloitte & Touche LLP

        23.2       Consent of KPMG LLP

        23.3       Consent of Blank Rome Tenzer Greenblatt LLP (included in
                   Exhibit 5)

        24.1       Power of Attorney (included on Page II-5 of this
                   Registration Statement)

                                      II-2
Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high and of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and prices represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          registration statement; and

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

     provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed with or furnished to the
     Commission by the Registrant pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934 that are incorporated by reference in the
     Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in such Act and will be governed by the final adjudication
of such issue.

                                      II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Morristown, State of New Jersey, on this 10th day of
July 2000.

                              MEDIABAY, INC.

                              By: /s/ Michael Herrick
                                 ----------------------------------------------
                                      Michael Herrick, Chief Executive Officer

     Each person whose signature appears below authorizes each of Norton Herrick
and Michael Herrick, or either of them as his true and lawful attorney-in-fact
with full power of substitution to execute in the name and on behalf of each
such person, individually and in each capacity stated below, and to file any and
all amendments to this Registration Statement, including any and all
post-effective amendments thereto.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following person in the capacities and
on the dates stated.
Signature                                  Title                                            Date
    ---------                                  -----                                            ----
/s/ Norton Herrick            Director and Chairman                                      July 10, 2000
    -----------------------
    Norton Herrick

    /s/ Michael Herrick           Director, Chief Executive Officer and President            July 10, 2000
    -----------------------       (Principal Executive Officer)
    Michael Herrick

    /s/ Howard Herrick            Director and Executive Vice President                      July 10, 2000
    -----------------------
    Howard Herrick

    /s/ Jesse Faber               Director                                                   July 10, 2000
    -----------------------
    Jesse Faber

    /s/ John Levy                 Executive Vice President and Chief Financial
    -----------------------       Officer (Principal Financial and Accounting                July 10, 2000
    John Levy                     Officer)

    /s/ Carl Wolf                 Director                                                   July 10, 2000
    ------------------------
    Carl Wolf

                                  Director                                                   July __, 2000
    ------------------------
    Roy Abrams

    /s/ Carl Amari                Director                                                   July 10, 2000
    ------------------------
    Carl Amari
II-4