September 17, 2004

Mail Stop:  4-6

William R. Wolff
Chief Executive Officer
MakeMusic! Inc.
6210 Bury Drive
Eden Prairie, MN 55346

Re:	Item 4 Form 8-K filed September 15, 2004

Dear Mr. Wolff:

We have reviewed your filing and have the following comment.  Where
indicated, we think you should revise your document in response to
this comment.  If you disagree, we will consider your explanation as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements and
to enhance the overall disclosure in your filing.  We look forward to
working with you in these respects.  We welcome any questions you may
have about our comments or on any other aspect of our review.  Feel
free to call us at the telephone numbers listed at the end of this
letter.

1. We note your changes to the Form 8-K to comply with our comments
but included the prior letter from the former accountants in Exhibit
16.  Please obtain and file an updated Exhibit 16 letter from the
former accountants stating whether the accountant agrees with the
statements made in your revised Form 8-K.

Please respond to this comment within 5 business days or tell us when
you will provide us with a response.  Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.

Please file your cover letter on EDGAR.  Please understand that we may
have additional comments after reviewing your amendment and responses
to our comments.  You may contact the undersigned at 202-824-5355 if
you have questions regarding these comments.

Sincerely,



Patrick Gilmore, CPA
Staff Accountant
William R. Wolff
MakeMusic! Inc.
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