1
                                                                     Exhibit 3.3

                                  AMENDMENT TO

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                                  MP3.COM, INC.

                             a Delaware corporation

            WHEREAS, the Board of Directors has previously adopted the Amended
and Restated Bylaws of the Corporation (the "Bylaws");

            WHEREAS, pursuant to the Bylaws, the Board of Directors has the
power to adopt, amend, or repeal the bylaws of the Corporation; and

            WHEREAS, the Board of Directors now desires to amend the Bylaws to
remove the clause in Section 6(a) of the Bylaws permitting the holders of 10% or
more of the Corporation's voting stock to call, for any purpose or purposes,
special meetings of the stockholders of the Corporation.

            NOW, THEREFORE, the Bylaws are hereby amended as follows:

            1. Special Meetings. Section 6(a) of the Bylaws shall be deleted in
its entirety and shall be replaced with the following:

            "(a) Special meetings of the stockholders of the corporation may be
            called, for any purpose or purposes, by (i) the Chairman of the
            Board of Directors, (ii) the Chief Executive Officer, or (iii) the
            Board of Directors pursuant to a resolution adopted by a majority of
            the total number of authorized directors (whether or not there exist
            any vacancies in previously authorized directorships at the time any
            such resolution is presented to the Board of Directors for
            adoption)."

            2. Miscellaneous. After the date of this Amendment, each reference
in the Bylaws to the Bylaws shall mean and refer to the Bylaws as amended
hereby. Except as provided in this Amendment, the Bylaws shall remain in full
force and effect and are hereby ratified and confirmed.