SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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): July 17, 2002


                               CD Warehouse, Inc.
                               ------------------
             (Exact name of registrant as specified in its charter)

                                    Delaware
                                    --------
                 (State or other jurisdiction of incorporation)


       000-21887                                       73-1504999
       ---------                                       ----------
(Commission File Number)                    (I.R.S. Employer Identification No.)


900 N. Broadway, Oklahoma City, OK                                      73102
- ----------------------------------                                      -----
(Address of principal executive offices)                              (Zip Code)

                                 (405) 236-8742
                                 --------------
                 (Registrant's telephone, including area code)

                                 Not Applicable
          (Former name or former address, if changed since last report)


ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.

     On July 17, 2002, the Company issued a Press Release filed herewith as
Exhibit 1.1.

                                   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.

                                     CD WAREHOUSE, INC.
                                        (Registrant)


Date:   July 17, 2002                By:   /s/ Christopher M. Salyer
                                        ----------------------------------------
                                           Christopher M. Salyer,
                                           President and Chief Executive Officer

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