SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                    FORM 15

  CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(G)
     OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
  REPORTS UNDER SECTIONS 13 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

                       Commission File Number: 000-23753

                                  CDnow, Inc.
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            (Exact Name of registrant as specified in its charter)

    1005 Virginia Drive, Fort Washington, Pennsylvania 19034 (610) 619-9900
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         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                          Common Stock, no par value
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           (Title of each class of securities covered by this Form)

                                     None
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          (Title of all other classes of securities for which a duty
             to file reports under Section 13(a) or 15(d) remains)

     Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)                 Rule 12h-3(b)(1)(i)       X
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Rule 12g-4(a)(1)(ii)                Rule 12h-3(b)(1)(ii)  
                     ----------                           ----------
Rule 12g-4(a)(2)(i)                 Rule 12h-3(b)(2)(i) 
                     ----------                           ----------
Rule 12g-4(a)(2)(ii)                Rule 12h-3(b)(2)(ii)   
                     ----------                           ----------
                                    Rule 15d-6      
                                                          ----------
      
     Approximate number of holders of record as of the certification or notice
date: 1
     ---   

     Pursuant to the requirements of the Securities Exchange Act of 1934, CDnow
has caused this certification/notice to be signed on its behalf by the
undersigned duly authorized person.


Date: March 18, 1999                By: /s/ Jason Olim
                                       ------------------------
                                            Jason Olim



Instruction:  This form is required by Rule 12g-4. 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person.  The name and title of the
person signing the form shall be typed or printed under the signature.