UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    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)        January 31, 2006
                                                         -------------------

                                 MediaBay, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     Florida
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

                 1-13469                                   65-0429858
--------------------------------------------------------------------------------
         (Commission File Number)              (IRS Employer Identification No.)

       2 Ridgedale Avenue, Cedar Knolls, New Jersey           07927
--------------------------------------------------------------------------------
         (Address of Principal Executive Offices)           (Zip Code)

                                 (973) 539-9528
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):


      |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

      |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

      |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

      |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.01 Entry into a Material Definitive Agreement

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
          Appointment of Principal Officers

      On Tuesday, January 31, 2006, Patricia G. Campbell and the Registrant
entered into a transition agreement (the "Transition Agreement") regarding the
termination of Ms. Campbell's employment as Chief Operating Officer of the
Registrant. Pursuant to the Transition Agreement, effective January 31, 2006,
Ms. Campbell resigned her position as Chief Operating Officer of the Registrant
and from all other positions she may hold as an officer of the Registrant and
its subsidiaries. In addition, Ms. Campbell will continue to provide services to
the Registrant for a period of six (6) months (the "Term"), during which she
will devote her full time for the first three (3) months and half of her time to
the Registrant's business during the second three (3) months. The Registrant
will pay Ms. Campbell at the rate equal to her base salary when she was employed
by the Registrant of $215,000 (per annum) during the first three (3) months and
at the rate of $107,500 (per annum) during the second three (3) months. As more
specifically set forth in the Transition Agreement, certain stock options
previously granted to Ms. Campbell will remain exercisable for their full term,
and certain other stock options are no longer exercisable and terminated as of
January 31, 2006. The Transition Agreement also contains a provision that Ms.
Campbell will not compete or engage in a business competitive with the
Registrant's business during the Term and for a period of two years thereafter.

      This description of the Transition Agreement is qualified in its entirety
by reference to the Transition Agreement, a copy of which is annexed hereto as
Exhibit 10.1 and which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

      10.1  Transition Agreement dated January 31, 2006, by and between
            MediaBay, Inc. and Patricia G. Campbell.

<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 thereunto duly authorized.

                                         MediaBay, Inc.
                                         (Registrant)

                                         By: /s/ Robert Toro
                                             -----------------------------------
                                             Robert Toro
                                             Chief Financial Officer and Senior
                                             Vice President


Date: February 3, 2006
{"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": "8-K", "act": "34", "file-number": "001-13469", "film-number": "06578650"}, "business-address": {"street1": "2 RIDGEDALE AVENUE", "city": "CEDAR KNOLLS", "state": "NJ", "zip": "07927", "phone": "9735399528"}, "mail-address": {"street1": "2 RIDGEDALE AVENUE", "city": "CEDAR KNOLLS", "state": "NJ", "zip": "07927"}, "former-company": {"former-conformed-name": "AUDIO BOOK CLUB INC", "date-changed": "19970612"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    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)        January 31, 2006
                                                         -------------------

                                 MediaBay, Inc.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                     Florida
--------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

                 1-13469                                   65-0429858
--------------------------------------------------------------------------------
         (Commission File Number)              (IRS Employer Identification No.)

       2 Ridgedale Avenue, Cedar Knolls, New Jersey           07927
--------------------------------------------------------------------------------
         (Address of Principal Executive Offices)           (Zip Code)

                                 (973) 539-9528
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

      |_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

      |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

      |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

      |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
          Appointment of Principal Officers

      On Tuesday, January 31, 2006, Patricia G. Campbell and the Registrant
entered into a transition agreement (the "Transition Agreement") regarding the
termination of Ms. Campbell's employment as Chief Operating Officer of the
Registrant. Pursuant to the Transition Agreement, effective January 31, 2006,
Ms. Campbell resigned her position as Chief Operating Officer of the Registrant
and from all other positions she may hold as an officer of the Registrant and
its subsidiaries. In addition, Ms. Campbell will continue to provide services to
the Registrant for a period of six (6) months (the "Term"), during which she
will devote her full time for the first three (3) months and half of her time to
the Registrant's business during the second three (3) months. The Registrant
will pay Ms. Campbell at the rate equal to her base salary when she was employed
by the Registrant of $215,000 (per annum) during the first three (3) months and
at the rate of $107,500 (per annum) during the second three (3) months. As more
specifically set forth in the Transition Agreement, certain stock options
previously granted to Ms. Campbell will remain exercisable for their full term,
and certain other stock options are no longer exercisable and terminated as of
January 31, 2006. The Transition Agreement also contains a provision that Ms.
Campbell will not compete or engage in a business competitive with the
Registrant's business during the Term and for a period of two years thereafter.

      This description of the Transition Agreement is qualified in its entirety
by reference to the Transition Agreement, a copy of which is annexed hereto as
Exhibit 10.1 and which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

      10.1  Transition Agreement dated January 31, 2006, by and between
            MediaBay, Inc. and Patricia G. Campbell.
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 thereunto duly authorized.

                                         MediaBay, Inc.
                                         (Registrant)

                                         By: /s/ Robert Toro
                                             -----------------------------------
                                             Robert Toro
                                             Chief Financial Officer and Senior
                                             Vice President

Date: February 3, 2006