<PAGE>

   As filed with the Securities and Exchange Commission on February 2, 2000.

                                                           Registration No. 333-
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549
                               ________________

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

                             MUSICMAKER.COM, INC.
            (Exact Name of Registrant as Specified in its Charter)


           Delaware                                    54-1811721
(State or Other Jurisdiction of               (I.R.S. Employer Identification
Incorporation or Organization)                             No.)


                              1831 Wiehle Avenue
                                   Suite 128
                            Reston, Virginia 20190
                                (703) 904-4110
  (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                   Registrant's Principal Executive Offices)
                               ________________

                           Amended Stock Option Plan
                               ________________

                            Devarjan S. Puthukarai
                            Chief Executive Officer
                             musicmaker.com, Inc.
                              1831 Wiehle Avenue
                                   Suite 128
                            Reston, Virginia 20190
                                (703) 904-4110
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                             of Agent For Service)
                               ________________

                                  Copies to:

                             John L. Sullivan, III
                       Venable, Baetjer and Howard, LLP
                             2010 Corporate Ridge
                                   Suite 400
                            McLean, Virginia 22102
                                (703) 760-1600


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
                                                              Proposed
                                                              Maximum             Proposed Maximum
Title of Each Class of Securities       Amount to be         Offering Price       Aggregate Offering
        to be Registered                 Registered            Per Share                Price              Registration Fee
-----------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                  <C>                  <C>                      <C>
Common Stock, $0.01 par value           4,200,000 shares     $6.50                $27,300,000              $7,208
(1)(2)

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


     (1)  Pursuant to Rule 416, this Registration Statement shall also cover any
          additional shares of Common Stock which become issuable under the Plan
          being registered pursuant to this Registration Statement by reason of
          any stock dividend, stock split, recapitalization or any other similar
          transaction effected without the receipt of consideration which
          results in an increase in the number of the Registrant's outstanding
          shares of Common Stock.

     (2)  Estimated in accordance with Rule 457(h) under the Securities Act of
          1933 (the "Securities Act") solely for the purpose of calculating the
          registration fee. The computation is based upon the average high and
          low price per share of the Company's Common Stock as reported on the
          NASDAQ National Market on January 26, 2000.
<PAGE>

                                    PART I

          Documents containing the information specified in Part I of Form S-8
     have been and/or will be sent or given to participants as specified by Rule
     428(b)(1) of the Securities Act. In accordance with the instructions to
     Part I of Form S-8, such documents will not be filed with the Securities
     and Exchange Commission either as part of this Registration Statement or as
     prospectuses or prospectus supplements pursuant to Rule 424 under the
     Securities Act. These documents and the documents incorporated by reference
     pursuant to Item 3 of Part II of this Registration Statement, taken
     together, constitute the prospectus as required by Section 10(a) of the
     Securities Act.


                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Information Incorporated by Reference.
           -------------------------------------

     The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:

     (a)  The Registrant's Prospectus, dated July 7, 1999, filed pursuant to
          Rule 424 (b) under the Securities Act of 1933 on July 7, 1999, and the
          audited financial statements for the Registrant's fiscal year ended
          December 31, 1998 contained therein.

     (b)  The description of the Common Stock of the Registrant that is
          contained in the Registration Statement of Form 8-A filed pursuant to
          Section 12 of the Exchange Act on July 2, 1999.

     (c)  The Quarterly Report for the quarterly period ended June 30, 1999 on
          Form 10-Q filed pursuant to Section 13 and 15 (d) of the Exchange Act
          on August 23, 1999.

     (d)  The Quarterly Report for the quarterly period ended September 30, 1999
          on Form 10-Q filed pursuant to Section 13 and 15 (d) of the Exchange
          Act on November 15, 1999.

     (e)  All documents filed by the Registrant pursuant to Sections 13(a),
          13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of
          this Registration Statement and 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 references in the Registration
          Statement and to be part hereof from the date of filing of such
          documents.

Item 4.    Description of Securities.
           -------------------------

     Not applicable.

Item 5.    Interests of Named Experts and Counsel.
           --------------------------------------

     Not applicable.

Item 6.    Indemnification of Directors and Officers.
           -----------------------------------------

     Musicmaker.com, Inc. (the "Registrant" or "Musicmaker.com") is organized
under the laws of the State of Delaware.  Musicmaker.com's Charter and Bylaws
provide that Musicmaker.com shall indemnify and advance expenses to its
directors, officers, employees and agents, and all persons who at any time
served as directors, officers, employees or agents of Musicmaker.com, to the
fullest extent permitted, and in the manner provided under the laws of the State
of Delaware.

     The Delaware General Corporation Law provides that a Delaware corporation
has the power generally to indemnify its directors, officers, employees and
other agents serving, or who
<PAGE>

have served, Musicmaker.com (each, a "Corporate Agent") against expenses and
liabilities (including amounts paid in settlement) in connection with any
proceeding involving a person by reason of his being a Corporate Agent, other
than a proceeding by or in the right of the corporation, if that person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal proceeding,
the person had no reasonable cause to believe his conduct was unlawful.

     In the case of an action brought by or in the right of the corporation,
indemnification of a Corporate Agent is permitted if that person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation; however, no indemnification is permitted in
respect of any claim, issue or matter as to which a person shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
Court of Chancery or the court in which such proceeding was brought shall
determine upon application that despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to such indemnification.

     To the extent that a present or former director or officer of a corporation
has been successful on the merits or otherwise in the defense of a proceeding,
whether or not by or in the right of the corporation, or in the defense of any
claim, issue or matter therein, the corporation is required to indemnify that
person for expenses in connection therewith. Expenses incurred by a Corporate
Agent in connection with a proceeding may, under certain circumstances, be paid
by the corporation in advance of the final disposition of the proceeding as the
corporation deems appropriate. Musicmaker.com's Charter permits the advancement
of expenses by Musicmaker.com to officers or directors defending a qualified
civil or criminal action upon receipt of an undertaking by such director or
officer to repay the advancement amount if it shall ultimately be determined
that such person is not entitled to indemnification. The terms and conditions of
advancement are to be determined by Musicmaker.com's Board of Directors.

     The power to indemnify and advance the expenses under Delaware Law does not
exclude other rights to which a Corporate Agent may be entitled to under the
certificate of incorporation, bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

     Under Delaware law and Musicmaker.com's Charter, a director, officer,
employee or agent of musicmaker.com that is successful on the merits or
otherwise in defense of any action, suit or proceeding, or in defense of any
claim, issue or matter therein, may require Musicmaker.com to provide
indemnification for expenses (including attorneys' fees) actually and reasonably
incurred by that person in connection therewith.

     Unless ordered by a relevant court, indemnification for qualified persons
shall be authorized on behalf of musicmaker.com by: (i) a majority of a quorum
of the Board of Directors, if a quorum consisting of the directors not party to
such action, suit or proceeding can be obtained; or (ii) by independent legal
counsel in a written opinion, if a quorum of (i) above is not obtainable or if
the disinterested quorum so directs; or (iii) stockholder approval.

     Under the DGCL and musicmaker.com's Charter, musicmaker.com is permitted to
purchase and maintain insurance on behalf of Corporate Agents of musicmaker.com
or persons
<PAGE>

serving at the request of musicmaker.com as Corporate Agents of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or her and incurred by him or her in such
capacity or arising out of his or her status as such, whether or not
musicmaker.com would have had the power to indemnify such person. Musicmaker
maintains director and officer insurance coverage.


Item 7.    Exemption from Registration Claimed.
           -----------------------------------

     Not applicable.

Item 8.    Exhibits.
           --------

     The Exhibits listed on the accompanying Index to Exhibits are filed as part
hereof, or incorporated by reference into, this Registration Statement.  (See
Exhibit Index below).

Item 9.    Undertakings.
           ------------

     (a)   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 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.

           (2) That, for the purpose of determining any liability under the
Securities Act, 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.

     (b)   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 an initial bona fide offering thereof.

     (c)   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
<PAGE>

in the 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
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 the Act and will
be governed by the final adjudication of such issue.
<PAGE>

                                  SIGNATURES

     In accordance with the requirements of the Securities Act, 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 caused this Registration Statement
to be signed on its behalf by the undersigned, in New York, New York, on January
28, 2000.

                              MUSICMAKER.COM, INC.

                              By:  /s/ DEVARAJAN S. PUTHUKARAI
                                   ---------------------------

                              Name:  Devarajan S. Puthukarai
                              Title: Chief Executive Officer

     Pursuant to the requirements of the Securities Act, this registration
Statement has been signed by the following persons in the capacities and on the
dated indicated.

<TABLE>
<CAPTION>
Signature                                          Title                          Date
-------------------------------------------------------------------------------------------------
<S>                                    <C>                             <C>
/s/DEVARAJAN S. PUTHUKARAI             Chief Executive Officer,        January 28, 2000
--------------------------             President, Chief Operating
Devarajan S. Puthukarai                Officer and Director
                                       (Principal Executive Officer)

/s/ MARK A. FOWLER                     Director of Finance and         January 28, 2000
------------------                     Administration and Chief
Mark A. Fowler                         Financial Officer (Principal
                                       Financial and Accounting
                                       Officer)

         *                             Chairman                        January 28, 2000
---------------------
Robert P. Bernardi

         *                             Vice Chairman                   January 28, 2000
---------------------
Irwin H. Steinberg

         *                             Director                        January 28, 2000
---------------------
Edward J. Mathias


         *                             Director                        January 28, 2000
---------------------
Jay A. Samit

         *
---------------------                  Director                        January 28, 2000
Jonathan A.B. Smith

         *
---------------------                  Director                        January 28, 2000
John A. Skolas
</TABLE>

* By: /s/ DEVARAJAN S. PUTHUKARAI
      ---------------------------

Name: Devarajan S. Puthukarai,
      Attorney-in-Fact
<PAGE>

                               INDEX TO EXHIBITS




     Exhibit Number                          Exhibit Document
-------------------------------------------------------------------------------
           4.1*          Certificate of Incorporation of Registrant

           4.2*          Bylaws of Registrant

           4.3           Amended Stock Option Plan

           5.1           Opinion of Venable Baetjer and Howard, LLP, as to the
                         legality of securities being registered (Counsel to the
                         Registrant)

           23.1          Consent of Ernst & Young (Independent Auditors)

           23.2          Consent of Venable, Baetjer and Howard, LLP (contained
                         in Exhibit 5.1 hereto)

           24.1          Power of Attorney
-----------------------

  *  Incorporated by reference to the Company's Registration Statement on Form
  S-1 (File No. 333-72685), effective July 6, 1999.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18459}]
{"company-data": {"conformed-name": "MUSICMAKER COM INC", "cik": "0001079786", "assigned-sic": "5961", "irs-number": "541811721", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95965", "film-number": "520072"}, "business-address": {"street1": "1831 WIEHLE AVENUE", "street2": "SUITE 128", "city": "RESTON", "state": "VA", "zip": "20190", "phone": "7039044110"}, "mail-address": {"street1": "1831 WIEHLE AVENUE", "street2": "SUITE 128", "city": "RESTON", "state": "VA", "zip": "20190"}}
As filed with the Securities and Exchange Commission on February 2, 2000.

                                                           Registration No. 333-
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549
                               ________________

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

                             MUSICMAKER.COM, INC.
            (Exact Name of Registrant as Specified in its Charter)

           Delaware                                    54-1811721
(State or Other Jurisdiction of               (I.R.S. Employer Identification
Incorporation or Organization)                             No.)

                              1831 Wiehle Avenue
                                   Suite 128
                            Reston, Virginia 20190
                                (703) 904-4110
  (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                   Registrant's Principal Executive Offices)
                               ________________

                           Amended Stock Option Plan
                               ________________

                            Devarjan S. Puthukarai
                            Chief Executive Officer
                             musicmaker.com, Inc.
                              1831 Wiehle Avenue
                                   Suite 128
                            Reston, Virginia 20190
                                (703) 904-4110
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                             of Agent For Service)
                               ________________

                                  Copies to:

                             John L. Sullivan, III
                       Venable, Baetjer and Howard, LLP
                             2010 Corporate Ridge
                                   Suite 400
                            McLean, Virginia 22102
                                (703) 760-1600
-----------------------------------------------------------------------------------------------------------------------------
                                                              Proposed
                                                              Maximum             Proposed Maximum
Title of Each Class of Securities       Amount to be         Offering Price       Aggregate Offering
        to be Registered                 Registered            Per Share                Price              Registration Fee
-----------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value           4,200,000 shares     $6.50                $27,300,000              $7,208
(1)(2)

-----------------------------------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 416, this Registration Statement shall also cover any
          additional shares of Common Stock which become issuable under the Plan
          being registered pursuant to this Registration Statement by reason of
          any stock dividend, stock split, recapitalization or any other similar
          transaction effected without the receipt of consideration which
          results in an increase in the number of the Registrant's outstanding
          shares of Common Stock.

     (2)  Estimated in accordance with Rule 457(h) under the Securities Act of
          1933 (the "Securities Act") solely for the purpose of calculating the
          registration fee. The computation is based upon the average high and
          low price per share of the Company's Common Stock as reported on the
          NASDAQ National Market on January 26, 2000.
PART I

          Documents containing the information specified in Part I of Form S-8
     have been and/or will be sent or given to participants as specified by Rule
     428(b)(1) of the Securities Act. In accordance with the instructions to
     Part I of Form S-8, such documents will not be filed with the Securities
     and Exchange Commission either as part of this Registration Statement or as
     prospectuses or prospectus supplements pursuant to Rule 424 under the
     Securities Act. These documents and the documents incorporated by reference
     pursuant to Item 3 of Part II of this Registration Statement, taken
     together, constitute the prospectus as required by Section 10(a) of the
     Securities Act.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Information Incorporated by Reference.
           -------------------------------------

     The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:

     (a)  The Registrant's Prospectus, dated July 7, 1999, filed pursuant to
          Rule 424 (b) under the Securities Act of 1933 on July 7, 1999, and the
          audited financial statements for the Registrant's fiscal year ended
          December 31, 1998 contained therein.

     (b)  The description of the Common Stock of the Registrant that is
          contained in the Registration Statement of Form 8-A filed pursuant to
          Section 12 of the Exchange Act on July 2, 1999.

     (c)  The Quarterly Report for the quarterly period ended June 30, 1999 on
          Form 10-Q filed pursuant to Section 13 and 15 (d) of the Exchange Act
          on August 23, 1999.

     (d)  The Quarterly Report for the quarterly period ended September 30, 1999
          on Form 10-Q filed pursuant to Section 13 and 15 (d) of the Exchange
          Act on November 15, 1999.

     (e)  All documents filed by the Registrant pursuant to Sections 13(a),
          13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of
          this Registration Statement and 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 references in the Registration
          Statement and to be part hereof from the date of filing of such
          documents.

Item 4.    Description of Securities.
           -------------------------

     Not applicable.

Item 5.    Interests of Named Experts and Counsel.
           --------------------------------------

     Not applicable.

Item 6.    Indemnification of Directors and Officers.
           -----------------------------------------

     Musicmaker.com, Inc. (the "Registrant" or "Musicmaker.com") is organized
under the laws of the State of Delaware.  Musicmaker.com's Charter and Bylaws
provide that Musicmaker.com shall indemnify and advance expenses to its
directors, officers, employees and agents, and all persons who at any time
served as directors, officers, employees or agents of Musicmaker.com, to the
fullest extent permitted, and in the manner provided under the laws of the State
of Delaware.

     The Delaware General Corporation Law provides that a Delaware corporation
has the power generally to indemnify its directors, officers, employees and
other agents serving, or who
have served, Musicmaker.com (each, a "Corporate Agent") against expenses and
liabilities (including amounts paid in settlement) in connection with any
proceeding involving a person by reason of his being a Corporate Agent, other
than a proceeding by or in the right of the corporation, if that person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal proceeding,
the person had no reasonable cause to believe his conduct was unlawful.

     In the case of an action brought by or in the right of the corporation,
indemnification of a Corporate Agent is permitted if that person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation; however, no indemnification is permitted in
respect of any claim, issue or matter as to which a person shall have been
adjudged to be liable to the corporation, unless and only to the extent that the
Court of Chancery or the court in which such proceeding was brought shall
determine upon application that despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to such indemnification.

     To the extent that a present or former director or officer of a corporation
has been successful on the merits or otherwise in the defense of a proceeding,
whether or not by or in the right of the corporation, or in the defense of any
claim, issue or matter therein, the corporation is required to indemnify that
person for expenses in connection therewith. Expenses incurred by a Corporate
Agent in connection with a proceeding may, under certain circumstances, be paid
by the corporation in advance of the final disposition of the proceeding as the
corporation deems appropriate. Musicmaker.com's Charter permits the advancement
of expenses by Musicmaker.com to officers or directors defending a qualified
civil or criminal action upon receipt of an undertaking by such director or
officer to repay the advancement amount if it shall ultimately be determined
that such person is not entitled to indemnification. The terms and conditions of
advancement are to be determined by Musicmaker.com's Board of Directors.

     The power to indemnify and advance the expenses under Delaware Law does not
exclude other rights to which a Corporate Agent may be entitled to under the
certificate of incorporation, bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

     Under Delaware law and Musicmaker.com's Charter, a director, officer,
employee or agent of musicmaker.com that is successful on the merits or
otherwise in defense of any action, suit or proceeding, or in defense of any
claim, issue or matter therein, may require Musicmaker.com to provide
indemnification for expenses (including attorneys' fees) actually and reasonably
incurred by that person in connection therewith.

     Unless ordered by a relevant court, indemnification for qualified persons
shall be authorized on behalf of musicmaker.com by: (i) a majority of a quorum
of the Board of Directors, if a quorum consisting of the directors not party to
such action, suit or proceeding can be obtained; or (ii) by independent legal
counsel in a written opinion, if a quorum of (i) above is not obtainable or if
the disinterested quorum so directs; or (iii) stockholder approval.

     Under the DGCL and musicmaker.com's Charter, musicmaker.com is permitted to
purchase and maintain insurance on behalf of Corporate Agents of musicmaker.com
or persons
serving at the request of musicmaker.com as Corporate Agents of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or her and incurred by him or her in such
capacity or arising out of his or her status as such, whether or not
musicmaker.com would have had the power to indemnify such person. Musicmaker
maintains director and officer insurance coverage.

Item 7.    Exemption from Registration Claimed.
           -----------------------------------

     Not applicable.

Item 8.    Exhibits.
           --------

     The Exhibits listed on the accompanying Index to Exhibits are filed as part
hereof, or incorporated by reference into, this Registration Statement.  (See
Exhibit Index below).

Item 9.    Undertakings.
           ------------

     (a)   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 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.

           (2) That, for the purpose of determining any liability under the
Securities Act, 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.

     (b)   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 an initial bona fide offering thereof.

     (c)   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 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
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 the Act and will
be governed by the final adjudication of such issue.
SIGNATURES

     In accordance with the requirements of the Securities Act, 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 caused this Registration Statement
to be signed on its behalf by the undersigned, in New York, New York, on January
28, 2000.

                              MUSICMAKER.COM, INC.

                              By:  /s/ DEVARAJAN S. PUTHUKARAI
                                   ---------------------------

                              Name:  Devarajan S. Puthukarai
                              Title: Chief Executive Officer

     Pursuant to the requirements of the Securities Act, this registration
Statement has been signed by the following persons in the capacities and on the
dated indicated.
Signature                                          Title                          Date
-------------------------------------------------------------------------------------------------
/s/DEVARAJAN S. PUTHUKARAI             Chief Executive Officer,        January 28, 2000
--------------------------             President, Chief Operating
Devarajan S. Puthukarai                Officer and Director
                                       (Principal Executive Officer)

/s/ MARK A. FOWLER                     Director of Finance and         January 28, 2000
------------------                     Administration and Chief
Mark A. Fowler                         Financial Officer (Principal
                                       Financial and Accounting
                                       Officer)

         *                             Chairman                        January 28, 2000
---------------------
Robert P. Bernardi

         *                             Vice Chairman                   January 28, 2000
---------------------
Irwin H. Steinberg

         *                             Director                        January 28, 2000
---------------------
Edward J. Mathias

         *                             Director                        January 28, 2000
---------------------
Jay A. Samit

         *
---------------------                  Director                        January 28, 2000
Jonathan A.B. Smith

         *
---------------------                  Director                        January 28, 2000
John A. Skolas
* By: /s/ DEVARAJAN S. PUTHUKARAI
      ---------------------------

Name: Devarajan S. Puthukarai,
      Attorney-in-Fact
INDEX TO EXHIBITS

     Exhibit Number                          Exhibit Document
-------------------------------------------------------------------------------
           4.1*          Certificate of Incorporation of Registrant

           4.2*          Bylaws of Registrant

           4.3           Amended Stock Option Plan

           5.1           Opinion of Venable Baetjer and Howard, LLP, as to the
                         legality of securities being registered (Counsel to the
                         Registrant)

           23.1          Consent of Ernst & Young (Independent Auditors)

           23.2          Consent of Venable, Baetjer and Howard, LLP (contained
                         in Exhibit 5.1 hereto)

           24.1          Power of Attorney
-----------------------

  *  Incorporated by reference to the Company's Registration Statement on Form
  S-1 (File No. 333-72685), effective July 6, 1999.