content: <PAGE>
  
                         SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549-1004
  
                                      FORM 8-K
  
                  CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                         THE SECURITIES EXCHANGE ACT OF 1934
  
         Date of Report (Date of earliest event reported): October 25, 2001
  
  
                                  LIQUID AUDIO, INC.
               (Exact name of Registrant as Specified in Its Charter)
  
  
            Delaware                     000-25977                 77-0421089
        (State or Other            Commission File Number        (IRS Employer
  Jurisdiction of Incorporation)                               Identification No.)
  
  
                                800 Chesapeake Drive
                           Redwood City, California 94063
                      (Address of Principal Executive Offices)
  
                                   (650) 549-2000
                (Registrant's Telephone Number, Including Area Code)
  
  <PAGE>
  
  ITEM 5.  OTHER EVENTS.
  
       On October 24, 2001, Liquid Audio, Inc. issued a press release announcing
  that it had received a letter from Steel Partners relating to a proposal to
  purchase Liquid Audio for $3.00 per share in cash. Liquid Audio announced that
  it will consider Steel Partners' offer at the Company's next regularly scheduled
  board meeting. Liquid Audio also announced that it had denied a publicly
  announced request from one of its stockholders, musicmaker.com, Inc., to call a
  special meeting of the Company's stockholders because under the Company's
  bylaws, stockholders are not permitted to call special meetings. The press
  release is attached hereto as Exhibit 99.1.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
       (c) Exhibits.
  
           Exhibit 99.1      Press Release of Registrant, dated October 24, 2001.
  
  <PAGE>
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                         Liquid Audio, Inc.
  
  
  Date:  October 25, 2001                By:   /s/ Michael R. Bolcerek
                                             -------------------------------------
                                             Michael R. Bolcerek
                                             Chief Financial Officer and
                                             Senior VP Finance
  
  
  <PAGE>
                                    EXHIBIT INDEX
  
  Exhibit
  Number
  -------
  99.1     Press Release of Registrant, dated October 24, 2001.
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text: SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549-1004
  
                                      FORM 8-K
  
                  CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                         THE SECURITIES EXCHANGE ACT OF 1934
  
         Date of Report (Date of earliest event reported): October 25, 2001
  
                                  LIQUID AUDIO, INC.
               (Exact name of Registrant as Specified in Its Charter)
  
            Delaware                     000-25977                 77-0421089
        (State or Other            Commission File Number        (IRS Employer
  Jurisdiction of Incorporation)                               Identification No.)
  
                                800 Chesapeake Drive
                           Redwood City, California 94063
                      (Address of Principal Executive Offices)
  
                                   (650) 549-2000
                (Registrant's Telephone Number, Including Area Code)
  ITEM 5.  OTHER EVENTS.
  
       On October 24, 2001, Liquid Audio, Inc. issued a press release announcing
  that it had received a letter from Steel Partners relating to a proposal to
  purchase Liquid Audio for $3.00 per share in cash. Liquid Audio announced that
  it will consider Steel Partners' offer at the Company's next regularly scheduled
  board meeting. Liquid Audio also announced that it had denied a publicly
  announced request from one of its stockholders, musicmaker.com, Inc., to call a
  special meeting of the Company's stockholders because under the Company's
  bylaws, stockholders are not permitted to call special meetings. The press
  release is attached hereto as Exhibit 99.1.
  
  ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.
  
       (c) Exhibits.
  
           Exhibit 99.1      Press Release of Registrant, dated October 24, 2001.
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                         Liquid Audio, Inc.
  
  Date:  October 25, 2001                By:   /s/ Michael R. Bolcerek
                                             -------------------------------------
                                             Michael R. Bolcerek
                                             Chief Financial Officer and
                                             Senior VP Finance
  EXHIBIT INDEX
  
  Exhibit
  Number
  -------
  99.1     Press Release of Registrant, dated October 24, 2001.