As filed with the Securities and Exchange Commission on January 28, 2002
                                            Registration No. __________________
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              -------------------

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

                                   ROXIO, INC.
            (Exact Name of Registrant as Specified in Its Charter)
                              -------------------

              Delaware                                77-0551214
   (State or Other Jurisdiction of                 (I.R.S. Employer
   Incorporation or Organization)                 Identification No.)

           461 South Milpitas Boulevard, Milpitas, California 95035
         (Address, Including Zip Code, of Principal Executive Offices)
                              -------------------

                           ROXIO, INC. 2002 STOCK PLAN
                            (Full Title of the Plan)
                              -------------------

                              Wm. Christopher Gorog
                     President and Chief Executive Officer
                                   Roxio, Inc.
           461 South Milpitas Boulevard, Milpitas, California 95035
                                 (408) 259-7694
     (Name, Address and Telephone Number, Including Area Code, of Agent For
                                   Service)

                                   COPY TO:

                            Karen K. Dreyfus, Esq.
                              O'Melveny & Myers LLP
                                 990 Marsh Road
                        Menlo Park, California 94025-1949
                                 (650) 473-2600
                              -------------------
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
      -----------------------------------------------------------------------
                                     Proposed    Proposed
      Title Of                       Maximum     Maximum
      Securities       Amount        Offering    Aggregate      Amount Of
      To Be            To Be         Price       Offering       Registration
      Registered       Registered    Per Unit    Price          Fee
      -----------------------------------------------------------------------
<S>                    <C>           <C>         <C>            <C>
      Common Stock,    $750,000(1)(2)$16.85(3)   $12,637,500(3) $1,162.65(3)
      par value        shares
      $0.001
      per share
      -----------------------------------------------------------------------
<FN>
      (1)This Registration Statement covers, in addition to the number of
         shares of Common Stock stated above, options and other rights to
         purchase or acquire the shares of Common Stock covered by the
         Prospectus and, pursuant to Rule 416(c) under the Securities Act of
         1933, as amended (the "Securities Act"), an additional indeterminate
         number of shares, options and rights which by reason of certain events
         specified in the Roxio, Inc. 2002 Stock Plan (the "Plan"), may become
         subject to the Plan.
      (2)Each share is accompanied by a Preferred Stock Purchase Right pursuant
         to a Preferred Stock Rights Agreement, dated as of May 18, 2001,
         between Roxio, Inc. (the "Company") and Mellon Investor Services, LLC,
         as Rights Agent.
      (3)Pursuant to Rule 457(h), the maximum offering price, per share and in
         the aggregate, and the registration fee were calculated based upon the
         average of the high and low prices of the Common Stock on January 22,
         2002, as reported on the Nasdaq National Market System and published in
         The Wall Street Journal.
</FN>
</TABLE>
         The Exhibit Index for this Registration Statement is at page 8.
      =======================================================================


<PAGE>


                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS


      The document(s) containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Securities Act Rule 428(b)(1). Such documents need not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Securities Act Rule 424. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.


                                       2
<PAGE>


                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents of Roxio, Inc. (the "Company") filed with the
Commission are incorporated herein by reference:

      (a)  The Company's Annual Report on Form 10-K for its fiscal year ended
           March 31, 2001, filed with the Commission on June 29, 2001;

      (b)  The Company's Quarterly Reports on Forms 10-Q for its fiscal quarters
           ended June 30, 2001 and September 30, 2001, filed with the Commission
           on August 14, 2001 and November 14, 2001, respectively;

      (c)  The Company's Current Reports on Forms 8-K filed with the Commission
           on May 22, 2001 and December 7, 2001;

      (d)  The description of the Company's Common Stock contained in the
           Company's Registration Statement on Form 10 filed with the Commission
           on February 21, 2001 and as subsequently amended, and any other
           amendment or report filed for the purpose of updating such
           description;

      (e)  The description of the Company's Preferred Stock Purchase Rights
           contained in the Company's Registration Statement on Form 8-A filed
           with the Commission on June 5, 2001, and any amendment or report
           filed for the purpose of updating such description.

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained herein or in a document,
all or a portion of which is incorporated or deemed to be incorporated by
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 or is 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 amended, to constitute a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES

      The Company's Common Stock, par value $0.001 per share (the "Common
Stock"), is registered pursuant to Section 12 of the Exchange Act, and,
therefore, the description of securities is omitted.


                                       3
<PAGE>


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

      Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. The Company's Bylaws provide that
the Company shall indemnify its directors and officers to the fullest extent
permitted by Delaware law, including circumstances in which indemnification is
otherwise discretionary under Delaware law.

      The Company has entered into indemnification agreements with certain
directors and executive officers. These agreements, among other things,
indemnify such director or executive officer to the fullest extent permitted by
law for certain expenses (including attorneys' fees), judgments, fines,
penalties and settlement payments incurred by such persons in any action,
including any action by or in the right of the Company, by reason of (or arising
in part out of) any event or occurrence related to the fact that such person was
or is a director, officer, employee, agent or fiduciary of the Company, or is or
was serving at the request of the Company as a director, officer, employee,
agent or fiduciary of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action or inaction on the part of such
person while serving in such capacity. The indemnification agreements also
provide for the advance payment by the Company of defense expenses incurred by
the director or officer; however, the affected director or officer must
undertake to repay such amounts advanced if it is ultimately determined that
such director or officer is not entitled to be indemnified.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8.   EXHIBITS

      SEE the attached Exhibit Index at page 8.

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:

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

               (ii) To reflect in the prospectus any facts or events arising
               after the effective date of this 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 this Registration Statement; and


                                       4
<PAGE>


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

           PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(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 Exchange Act that are incorporated by reference in this
      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, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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.

      (h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, executive officers and controlling
persons of the registrant pursuant to the provisions described in Item 6 above,
or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities 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 the Securities
Act and will be governed by the final adjudication of such issue.


                                       5
<PAGE>


                                   SIGNATURES

      Pursuant to 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 duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milpitas, State of California, on January 24, 2002.

                               By:  /S/ WM. CHRISTOPHER GOROG
                                    -------------------------
                                    Wm. Christopher Gorog
                                    President and Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Wm. Christopher Gorog and R. Elliot
Carpenter, and each of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place, and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments, exhibits thereto and other
documents in connection therewith) to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

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

<TABLE>
<CAPTION>
      SIGNATURE                    TITLE                        DATE
      ---------                    -----                        ----
<S>                         <C>                            <C>
/S/ Wm. Christopher Gorog   President, Chief               January 24, 2002
-------------------------   Executive Officer AND
Wm. Christopher Gorog       Director (Principal
                            Executive Officer)

/S/ R. Elliot Carpenter     Vice President and Chief       January 24, 2002
-----------------------     Financial Officer (Principal
R. Elliot Carpenter         Financial and Accounting
                            Officer)

/S/ Vernon E. Altman        Director                       January 24, 2002
--------------------
Vernon E. Altman

/S/ Richard J. Boyko        Director                       January 24, 2002
--------------------
Richard J. Boyko

/S/ Joseph C. Kaczorowski   Director                       January 24, 2002
-------------------------
Joseph C. Kaczorowski

/S/ Robert Robin            Director                       January 24, 2002
----------------
Robert Rodin
</TABLE>


                                       6
<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number           Description of Exhibit
-------          ----------------------

4.          Roxio, Inc. 2002 Stock Plan.

5.          Opinion of O'Melveny & Myers LLP (opinion re legality).

23.1        Consent of PricewaterhouseCoopers LLP (consent of independent
            accountants).

23.2        Consent of O'Melveny & Myers LLP (included in Exhibit 5).

24.         Power of Attorney (included in this Registration Statement under
            "Signatures").


                                       7
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{"company-data": {"conformed-name": "ROXIO INC", "cik": "0001122787", "assigned-sic": "7372", "irs-number": "770551214", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81522", "film-number": "02519790"}, "business-address": {"street1": "461 S MILPITAS BLVD", "city": "MILPITAS", "state": "CA", "zip": "95035", "phone": "4089572553"}, "mail-address": {"street1": "461 MILPITAS BLVD", "city": "MILPITAS", "state": "CA", "zip": "95035"}}
As filed with the Securities and Exchange Commission on January 28, 2002
                                            Registration No. __________________
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              -------------------

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

                                   ROXIO, INC.
            (Exact Name of Registrant as Specified in Its Charter)
                              -------------------

              Delaware                                77-0551214
   (State or Other Jurisdiction of                 (I.R.S. Employer
   Incorporation or Organization)                 Identification No.)

           461 South Milpitas Boulevard, Milpitas, California 95035
         (Address, Including Zip Code, of Principal Executive Offices)
                              -------------------

                           ROXIO, INC. 2002 STOCK PLAN
                            (Full Title of the Plan)
                              -------------------

                              Wm. Christopher Gorog
                     President and Chief Executive Officer
                                   Roxio, Inc.
           461 South Milpitas Boulevard, Milpitas, California 95035
                                 (408) 259-7694
     (Name, Address and Telephone Number, Including Area Code, of Agent For
                                   Service)

                                   COPY TO:

                            Karen K. Dreyfus, Esq.
                              O'Melveny & Myers LLP
                                 990 Marsh Road
                        Menlo Park, California 94025-1949
                                 (650) 473-2600
                              -------------------
CALCULATION OF REGISTRATION FEE
      -----------------------------------------------------------------------
                                     Proposed    Proposed
      Title Of                       Maximum     Maximum
      Securities       Amount        Offering    Aggregate      Amount Of
      To Be            To Be         Price       Offering       Registration
      Registered       Registered    Per Unit    Price          Fee
      -----------------------------------------------------------------------
Common Stock,    $750,000(1)(2)$16.85(3)   $12,637,500(3) $1,162.65(3)
      par value        shares
      $0.001
      per share
      -----------------------------------------------------------------------
(1)This Registration Statement covers, in addition to the number of
         shares of Common Stock stated above, options and other rights to
         purchase or acquire the shares of Common Stock covered by the
         Prospectus and, pursuant to Rule 416(c) under the Securities Act of
         1933, as amended (the "Securities Act"), an additional indeterminate
         number of shares, options and rights which by reason of certain events
         specified in the Roxio, Inc. 2002 Stock Plan (the "Plan"), may become
         subject to the Plan.
      (2)Each share is accompanied by a Preferred Stock Purchase Right pursuant
         to a Preferred Stock Rights Agreement, dated as of May 18, 2001,
         between Roxio, Inc. (the "Company") and Mellon Investor Services, LLC,
         as Rights Agent.
      (3)Pursuant to Rule 457(h), the maximum offering price, per share and in
         the aggregate, and the registration fee were calculated based upon the
         average of the high and low prices of the Common Stock on January 22,
         2002, as reported on the Nasdaq National Market System and published in
         The Wall Street Journal.
The Exhibit Index for this Registration Statement is at page 8.
      =======================================================================
PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

      The document(s) containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Securities Act Rule 428(b)(1). Such documents need not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Securities Act Rule 424. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.

                                       2
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents of Roxio, Inc. (the "Company") filed with the
Commission are incorporated herein by reference:

      (a)  The Company's Annual Report on Form 10-K for its fiscal year ended
           March 31, 2001, filed with the Commission on June 29, 2001;

      (b)  The Company's Quarterly Reports on Forms 10-Q for its fiscal quarters
           ended June 30, 2001 and September 30, 2001, filed with the Commission
           on August 14, 2001 and November 14, 2001, respectively;

      (c)  The Company's Current Reports on Forms 8-K filed with the Commission
           on May 22, 2001 and December 7, 2001;

      (d)  The description of the Company's Common Stock contained in the
           Company's Registration Statement on Form 10 filed with the Commission
           on February 21, 2001 and as subsequently amended, and any other
           amendment or report filed for the purpose of updating such
           description;

      (e)  The description of the Company's Preferred Stock Purchase Rights
           contained in the Company's Registration Statement on Form 8-A filed
           with the Commission on June 5, 2001, and any amendment or report
           filed for the purpose of updating such description.

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained herein or in a document,
all or a portion of which is incorporated or deemed to be incorporated by
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 or is 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 amended, to constitute a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES

      The Company's Common Stock, par value $0.001 per share (the "Common
Stock"), is registered pursuant to Section 12 of the Exchange Act, and,
therefore, the description of securities is omitted.

                                       3
ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

      Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. The Company's Bylaws provide that
the Company shall indemnify its directors and officers to the fullest extent
permitted by Delaware law, including circumstances in which indemnification is
otherwise discretionary under Delaware law.

      The Company has entered into indemnification agreements with certain
directors and executive officers. These agreements, among other things,
indemnify such director or executive officer to the fullest extent permitted by
law for certain expenses (including attorneys' fees), judgments, fines,
penalties and settlement payments incurred by such persons in any action,
including any action by or in the right of the Company, by reason of (or arising
in part out of) any event or occurrence related to the fact that such person was
or is a director, officer, employee, agent or fiduciary of the Company, or is or
was serving at the request of the Company as a director, officer, employee,
agent or fiduciary of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action or inaction on the part of such
person while serving in such capacity. The indemnification agreements also
provide for the advance payment by the Company of defense expenses incurred by
the director or officer; however, the affected director or officer must
undertake to repay such amounts advanced if it is ultimately determined that
such director or officer is not entitled to be indemnified.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8.   EXHIBITS

      SEE the attached Exhibit Index at page 8.

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:

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

               (ii) To reflect in the prospectus any facts or events arising
               after the effective date of this 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 this Registration Statement; and

                                       4
(iii) To include any material information with respect to the
               plan of distribution not previously disclosed in this
               Registration Statement or any material change to such information
               in this Registration Statement;

           PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(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 Exchange Act that are incorporated by reference in this
      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, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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.

      (h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, executive officers and controlling
persons of the registrant pursuant to the provisions described in Item 6 above,
or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities 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 the Securities
Act and will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

      Pursuant to 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 duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milpitas, State of California, on January 24, 2002.

                               By:  /S/ WM. CHRISTOPHER GOROG
                                    -------------------------
                                    Wm. Christopher Gorog
                                    President and Chief Executive Officer

                                POWER OF ATTORNEY

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Wm. Christopher Gorog and R. Elliot
Carpenter, and each of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place, and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments, exhibits thereto and other
documents in connection therewith) to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE                    TITLE                        DATE
      ---------                    -----                        ----
/S/ Wm. Christopher Gorog   President, Chief               January 24, 2002
-------------------------   Executive Officer AND
Wm. Christopher Gorog       Director (Principal
                            Executive Officer)

/S/ R. Elliot Carpenter     Vice President and Chief       January 24, 2002
-----------------------     Financial Officer (Principal
R. Elliot Carpenter         Financial and Accounting
                            Officer)

/S/ Vernon E. Altman        Director                       January 24, 2002
--------------------
Vernon E. Altman

/S/ Richard J. Boyko        Director                       January 24, 2002
--------------------
Richard J. Boyko

/S/ Joseph C. Kaczorowski   Director                       January 24, 2002
-------------------------
Joseph C. Kaczorowski

/S/ Robert Robin            Director                       January 24, 2002
----------------
Robert Rodin
6
EXHIBIT INDEX

Exhibit
Number           Description of Exhibit
-------          ----------------------

4.          Roxio, Inc. 2002 Stock Plan.

5.          Opinion of O'Melveny & Myers LLP (opinion re legality).

23.1        Consent of PricewaterhouseCoopers LLP (consent of independent
            accountants).

23.2        Consent of O'Melveny & Myers LLP (included in Exhibit 5).

24.         Power of Attorney (included in this Registration Statement under
            "Signatures").

                                       7