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corresp

September 12, 2005

VIA EDGAR, FACSIMILE AND FEDERAL EXPRESS

Facsimile No. (202) 772-9209

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549-0308

    Attention:

    Owen Pinkerton, Esq.

    Charito A. Mittelman, Esq.

    Re:

    ARTISTdirect, Inc. (the “Company”)

    Schedule 14C Information Statement

    File No. 0-30063

    Filed August 17, 2005

Ladies and Gentlemen:

     The staff of the Securities and Exchange Commission (the “Staff”) issued a comment letter
addressed to Jonathan Diamond, President of the Company, dated September 2, 2005, with respect to
the above-referenced filing. The following consists of the Company’s responses to the Staff’s
comment letter in identical numerical sequence. For ease of reference, the comments of the Staff
have been reproduced below in bold face and the Company’s responses have been set forth immediately
thereafter.

     Capitalized terms used, but not defined, in this letter shall have the meanings given to them
in the Information Statement.

General

1. We refer to your 8-K dated July 28, 2005 and the information statement on Schedule 14C filed
August 17, 2005 which describe the terms of the merger and financing agreements relating to the
acquisition of MediaDefender for $42.5 million. In particular, you completed a $15 million senior
secured debt financing transaction, a $30 million convertible debt transaction and issued warrants
to purchase 3,250,000 and 237,500 common shares respectively in connection with the financing of
the acquisition. It appears that if all the securities issued in the financing arrangements are
converted or exercised into shares of common stock there will be approximately 37,500,000 shares
outstanding and that you currently have only 15,000,000 shares authorized for issuance. In this
regard, we note that the purpose of your Schedule 14C is to inform investors that you have obtained
written consent from the majority of the stockholders approving an amendment to your articles of
incorporation to increase the number of authorized common shares from 15,000,000 to 60,000,000
which is required as part of the financing

arrangements in Exhibits 10.5 and 10.12 of the Form 8-K. It appears that your Information
Statement must, therefore, include the information required by Items 13 and 14 of Schedule 14A or
tell us why you believe you are not required to do so. See Note A to Schedule 14A and Item 1 to
Schedule 14C.

     Response to Comment 1:

     The information required by Item 13 has been incorporated by reference into the Information
Statement from the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31,
2004 (see “Information Incorporated by Reference”). Furthermore, the Company will include the
Annual Report on Form 10-K/A as part of the distribution of the definitive Information Statement as
is allowed by Items 13(b)(2) and (c).

     Further to Mr. Pinkerton’s conversation with David I. Sunkin, Esq. of Sheppard Mullin Richter
& Hampton LLP on September 6, 2005, we do not believe that Item 14 of Schedule 14A disclosure is
required in the Information Statement. The financings and the merger are separate transactions,
each of which have closed and are in no way contingent upon approval of the Information Statement
by the Staff or the filing with the Delaware Secretary of State of the Certificate of Amendment to
the Certificate of Incorporation to increase the number of the Company’s authorized shares of
common stock from 15,000,000 shares to 60,000,000 shares. Additionally, under the corporate law of
the state of Delaware (the Company’s state of incorporation), approval by the Company’s
stockholders was not required to consummate either transaction.

     The matter acted upon in the Certificate of Amendment does not involve any matter discussed in
Item 14(a). Furthermore, the shares to be reserved by the Company for the conversion of the
Sub-debt notes, exercise of the Sub-debt warrants and exercise of the Senior warrants following the
filing of the Certificate of Amendment with the Delaware Secretary of State are not being used to
acquire another company as Note A to Schedule 14A cites as an example that triggers the information
requirement of Item 14.

     As Mr. Pinkerton discussed with Mr. Sunkin, the primary consequences should the Company fail
to increase the number of its authorized shares of common stock are reduced flexibility, in the
short term, in the Company’s ability to fund its operations and manage its capital structure, and
potentially increased costs to service and to repay the debt incurred by the Company in connection
with the Senior Financing and the Sub-debt Financing. The registration rights agreements entered
into in connection with each of the Senior Financing and the Sub-debt Financing provide that if a
registration statement covering all of the Registrable Securities (as defined in the registration
rights agreements and which include shares of common stock issued upon conversion of the Sub-debt
notes, exercise of the Sub-debt warrants and exercise of the Senior warrants) is not filed with the
Securities and Exchange Commission (the “SEC”) within 110 days or declared effective by the Staff
within 180 days of July 28, 2005, the Company will incur cash penalties each month equal to either
1.5% (with respect to the Senior Financing) or 1.0% (with respect to the Sub-debt Financing) of the
principal amount of the notes purchased by the investors. The penalty provisions are set forth in
detail in the registration rights agreements for each of the Senior Financing and Sub-debt
Financing investors filed as Exhibits 4.3 and 4.6, respectively, in the Form 8-K referenced above
in the Staff’s comment. Additionally, if additional shares of common stock are not authorized for
issuance, the Company would not have the option to repay certain of the interest payments due under
the Sub-debt notes in shares of common stock, in lieu of cash, as it

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otherwise would have pursuant to the Sub-debt notes. Shares of common stock issued for
interest payments to the investors would be capped at an aggregate of 8,003,712 shares and issued
to investors on a pro-rata basis. We note that the Company would still be obligated to file a
registration statement with the SEC within 110 days of July 28, 2005, but such registration
statement would only provide for the resale of 8,003,712 shares of common stock which may be issued
as payment of interest related to the Sub-debt notes and 1,332,411 shares which may be issued upon
exercise of warrants issued to the Senior Financing investors. All such shares are currently
authorized, but unissued shares of the Company’s common stock.

     Although we believe Item 14 does not apply to the Information Statement, in the interest of
providing additional disclosure to our stockholders, we propose to amend the Information Statement
as follows:

     (i) to highlight the fact that the financing and merger transactions have closed and neither
are contingent upon the filing of the Certificate of Amendment;

     (ii) to enhance the disclosures currently contained in the preliminary Information Statement
by setting forth the registration penalty provisions and the loss of the Company’s option to pay
interest accrued on the Sub-debt notes in shares of common stock rather than in cash as detailed
above; and

     (iii) to provide to the Company’s stockholders entitled to receive the definitive Information
Statement, a copy of the Form 8-K/A for informational purposes only. The Form 8-K/A will include a
copy of the audited financial statements of MediaDefender and unaudited pro forma financial
information and will be filed by the Company with the SEC prior to the mailing date of the
definitive Information Statement.

     The MediaDefender financial statements are currently being audited by the Company’s
independent registered public accounting firm and will be filed with the SEC in accordance with the
requirements of Form 8-K within 75 days of July 28, 2005.

Incorporation by Reference

2. We note that sections 5(a) and (b) of the certifications provided in your latest 10-K pursuant
to Item 601(b)(31) of Regulation S-K appear inconsistent with or omit language required by the
form. Please amend your 10-K to include proper certifications. See Staff Release 33-8283.

     Response to Comment 2:

     The Company’s Form 10-K/A for the fiscal year ended December 31, 2004 has been amended as
requested. Please refer to Amendment No. 2 to the Company’s Form 10-K/A filed via EDGAR on
September 12, 2005.

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     If you have any further questions or comments, please do not hesitate to contact the
undersigned or David I. Sunkin, Esq. at 213.620.1780.

    Sincerely,

    /s/ Kristy D. Palmquist

    Kristy D. Palmquist, Esq.

    on behalf of Sheppard Mullin Richter

& Hampton LLP

    cc:

    David I. Sunkin, Esq., Sheppard Mullin Richter & Hampton LLP

    Robert N. Weingarten, Chief Financial Officer, ARTISTdirect, Inc.

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