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): November 6, 2001
  
  
  
                                 LIQUID AUDIO, INC.
               (Exact name of Registrant as Specified in Its Charter)
  
              Delaware                     000-25977                77-0421089
  (State or Other Jurisdiction of    Commission File Number       (IRS Employer
           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 November 5, 2001, Liquid Audio, Inc. issued a press release
  announcing that Raymond A. Doig, president of EMV Partners Corporation, and
  Stephen V. Imbler, former president and chief operating officer of Hyperion
  Solutions Corporation, have been elected to the company's board of directors.
  These elections raise the number of directors to six. The company also announced
  that its board of directors reviewed the previously announced indications of
  interest from Steel Partners and BCG Strategic Investors, each of which
  conditionally suggested purchasing the company for $3.00 per share, and the
  board of directors concluded that it has no interest in pursuing either of these
  indications of interest at this time. 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 November 5, 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:  November 5, 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 November 5, 2001.
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metadata_filer: {"company-data": {"conformed-name": "LIQUID AUDIO INC", "cik": "0001016613", "assigned-sic": "7373", "irs-number": "770421089", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-25977", "film-number": "1775822"}, "business-address": {"street1": "800 CHESAPEAKE DRIVE", "city": "REDWOOD CITY", "state": "CA", "zip": "94063", "phone": "6505492000"}, "mail-address": {"street1": "LIQUID AUDIO INC", "street2": "800 CHESAPEAKE DRIVE", "city": "REDWOOD CITY", "state": "CA", "zip": "94063"}}
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): November 6, 2001
  
                                 LIQUID AUDIO, INC.
               (Exact name of Registrant as Specified in Its Charter)
  
              Delaware                     000-25977                77-0421089
  (State or Other Jurisdiction of    Commission File Number       (IRS Employer
           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 November 5, 2001, Liquid Audio, Inc. issued a press release
  announcing that Raymond A. Doig, president of EMV Partners Corporation, and
  Stephen V. Imbler, former president and chief operating officer of Hyperion
  Solutions Corporation, have been elected to the company's board of directors.
  These elections raise the number of directors to six. The company also announced
  that its board of directors reviewed the previously announced indications of
  interest from Steel Partners and BCG Strategic Investors, each of which
  conditionally suggested purchasing the company for $3.00 per share, and the
  board of directors concluded that it has no interest in pursuing either of these
  indications of interest at this time. 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 November 5, 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:  November 5, 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 November 5, 2001.