UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 5)*

Beyond.com Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

08860E309

(CUSIP Number)

December 31, 2003

Date of Event Which Requires Filing of the Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o            Rule 13d-1(b)
ý            Rule 13d-1(c)
o            Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 18

CUSIP NO. 08860E309

13G

Page 2 of 18 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Limited Partnership

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ý (b) o

	3.	SEC USE ONLY

	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Illinois limited partnership U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 44,977 shares of Common Stock
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.

	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o

	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 1.4% as of December 31, 2003 (based on 3,305,271 shares of Common Stock issued and outstanding as of October 31, 2001).

	12.	TYPE OF REPORTING PERSON* PN; HC

Page 2 of 18

CUSIP NO. 08860E309

13G

Page 3 of 18 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GLB Partners, L.P.

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ý (b) o

	3.	SEC USE ONLY

	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnership U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 44,977 shares of Common Stock
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.

	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o

	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 1.4% as of December 31, 2003 (based on 3,305,271 shares of Common Stock issued and outstanding as of October 31, 2001).

	12.	TYPE OF REPORTING PERSON* PN; HC

Page 3 of 18

CUSIP NO. 08860E309

13G

Page 4 of 18 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Investment Group, L.L.C.

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ý (b) o

	3.	SEC USE ONLY

	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 44,977 shares of Common Stock
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.

	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o

	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 1.4% as of December 31, 2003 (based on 3,305,271 shares of Common Stock issued and outstanding as of October 31, 2001).

	12.	TYPE OF REPORTING PERSON* OO; HC

Page 4 of 18

CUSIP NO. 08860E309

13G

Page 5 of 18 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kenneth Griffin

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ý (b) o

	3.	SEC USE ONLY

	4.	CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 44,977 shares of Common Stock
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.

	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o

	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 1.4% as of December 31, 2003 (based on 3,305,271 shares of Common Stock issued and outstanding as of October 31, 2001).

	12.	TYPE OF REPORTING PERSON* IN; HC

Page 5 of 18

CUSIP NO. 08860E309

13G

Page 6 of 18 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Wellington Partners L.P.

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ý (b) o

	3.	SEC USE ONLY

	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Illinois limited partnership
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 44,977 shares of Common Stock
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.

	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o

	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 1.4% as of December 31, 2003 (based on 3,305,271 shares of Common Stock issued and outstanding as of October 31, 2001).

	12.	TYPE OF REPORTING PERSON* PN; HC

Page 6 of 18

CUSIP NO. 08860E309

13G

Page 7 of 18 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Kensington Global Strategies Fund Ltd.

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ý (b) o

	3.	SEC USE ONLY

	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 44,977 shares of Common Stock
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.

	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o

	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 1.4% as of December 31, 2003 (based on 3,305,271 shares of Common Stock issued and outstanding as of October 31, 2001).

	12.	TYPE OF REPORTING PERSON* CO; HC

Page 7 of 18

CUSIP NO. 08860E309

13G

Page 8 of 18 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Equity Fund Ltd.

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ý (b) o

	3.	SEC USE ONLY

	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 44,977 shares of Common Stock
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.

	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o

	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 1.4% as of December 31, 2003 (based on 3,305,271 shares of Common Stock issued and outstanding as of October 31, 2001).

	12.	TYPE OF REPORTING PERSON* CO

Page 8 of 18

CUSIP NO. 08860E309

13G

Page 9 of 18 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Distressed and Credit Opportunity Fund Ltd.

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ý (b) o

	3.	SEC USE ONLY

	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 44,977 shares of Common Stock
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.

	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o

	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 1.4% as of December 31, 2003 (based on 3,305,271 shares of Common Stock issued and outstanding as of October 31, 2001).

	12.	TYPE OF REPORTING PERSON* CO; HC

Page 9 of 18

CUSIP NO. 08860E309

13G

Page 10 of 18 Pages

		NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Credit Trading Ltd.

		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ý (b) o

		SEC USE ONLY

		CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 44,977 shares of Common Stock
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER See Row 6 above.
		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Row 6 above.

		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o

		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 1.4% as of December 31, 2003 (based on 3,305,271 shares of Common Stock issued and outstanding as of October 31, 2001).

	12.	TYPE OF REPORTING PERSON* CO

Page 10 of 18

CUSIP NO. 08860E309

13G

Page 11 of 18 Pages

	1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citadel Jackson Investment Fund Ltd.

	2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ý (b) o

	3.	SEC USE ONLY

	4.	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands company
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 0
			6.	SHARED VOTING POWER 0
			7.	SOLE DISPOSITIVE POWER 0
			8.	SHARED DISPOSITIVE POWER 0
	9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0

	10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o

	11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0%

	12.	TYPE OF REPORTING PERSON* CO

Page 11 of 18

CUSIP NO. 08860E309

13G

Page 12 of 18 Pages

Item 1(a)	Name of Issuer:	BEYOND.COM CORPORATION

1(b)	Address of Issuer’s Principal Executive Offices:

		2700 Mission College Blvd., Ste. 140-R
		Santa Clara, CA 95054

Item 2(a)	Name of Person Filing
Item 2(b)	Address of Principal Business Office
Item 2(c)	Citizenship

	Citadel Limited Partnership
	131 S. Dearborn Street, 32nd Floor
	Chicago, Illinois 60603
	Illinois limited partnership

	GLB Partners, L.P.
	131 S. Dearborn Street, 32nd Floor
	Chicago, Illinois 60603
	Delaware limited partnership

	Citadel Investment Group, L.L.C.
	131 S. Dearborn Street, 32nd Floor
	Chicago, Illinois 60603
	Delaware limited liability company

	Kenneth Griffin
	131 S. Dearborn Street, 32nd Floor
	Chicago, Illinois 60603
	U.S. Citizen

	Citadel Wellington Partners L.P.
	c/o Citadel Investment Group, L.L.C.
	131 S. Dearborn Street, 32nd Floor
	Chicago, Illinois 60603
	Illinois limited partnership

	Citadel Kensington Global Strategies Fund Ltd.
	c/o Citadel Investment Group, L.L.C.
	131 S. Dearborn Street, 32nd Floor
	Chicago, Illinois 60603
	Bermuda company

Page 12 of 18

CUSIP NO. 08860E309

13G

Page 13 of 18 Pages

	Citadel Equity Fund Ltd.
	c/o Citadel Investment Group, L.L.C.
	131 S. Dearborn Street, 32nd Floor
	Chicago, Illinois 60603
	Cayman Islands company

	Citadel Distressed and Credit Opportunity Fund Ltd.
	c/o Citadel Investment Group, L.L.C.
	131 S. Dearborn Street, 32nd Floor
	Chicago, Illinois 60603
	Cayman Islands company

	Citadel Credit Trading Ltd.
	c/o Citadel Investment Group, L.L.C.
	131 S. Dearborn Street, 32nd Floor
	Chicago, Illinois 60603
	Cayman Islands company

	Citadel Jackson Investment Fund Ltd.
	c/o Citadel Investment Group, L.L.C.
	131 S. Dearborn Street, 32nd Floor
	Chicago, Illinois 60603
	Cayman Islands company

2(d)	Title of Class of Securities:

		Common Stock, par value $0.001 per share

2(e)	CUSIP Number:		08860E309

Item 3	If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)	o	Broker or dealer registered under Section 15 of the Exchange Act;

(b)	o	Bank as defined in Section 3(a)(6) of the Exchange Act;

(c)	o	Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d)	o	Investment company registered under Section 8 of the Investment Company Act;

(e)	o	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

Page 13 of 18

CUSIP NO. 08860E309

13G

Page 14 of 18 Pages

(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box. ý

Item 4 Ownership:

CITADEL LIMITED PARTNERSHIP

GLB PARTNERS, L.P.

CITADEL INVESTMENT GROUP, L.L.C.

KENNETH GRIFFIN

CITADEL WELLINGTON PARTNERS L.P.

CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD.

CITADEL EQUITY FUND LTD.

CITADEL DISTRESSED AND CREDIT OPPORTUNITY FUND LTD.

CITADEL CREDIT TRADING LTD.

(a) Amount beneficially owned:

44,977 shares of Common Stock

(b) Percent of Class:

Approximately 1.4% as of December 31, 2003 (based on 3,305,271 shares of Common Stock issued and outstanding as of October 31, 2001).

(i) sole power to vote or to direct the vote:

(ii) shared power to vote or to direct the vote:

See item (a) above.

Page 14 of 18

CUSIP NO. 08860E309

13G

Page 15 of 18 Pages

(iii) sole power to dispose or to direct the disposition of:

(iv) shared power to dispose or to direct the disposition of:

See item (a) above.

CITADEL JACKSON INVESTMENT FUND LTD.

(a) Amount beneficially owned:

(b) Percent of Class:

0.0%

(i) sole power to vote or to direct the vote:

(ii) shared power to vote or to direct the vote:

(iii) sole power to dispose or to direct the disposition of:

(iv) shared power to dispose or to direct the disposition of:

Item 5		Ownership of Five Percent or Less of a Class:

		If this Statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ý.

Item 6		Ownership of More than Five Percent on Behalf of Another Person:
		Not Applicable.

Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:
		See Item 2 above.

Page 15 of 18

CUSIP NO. 08860E309

13G

Page 16 of 18 Pages

Item 8		Identification and Classification of Members of the Group:
		Not Applicable.

Item 9		Notice of Dissolution of Group:
		Not Applicable.

Item 10		Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

* Adam C. Cooper is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on November 19, 2002, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Form 3 for Metals USA, Inc.

Page 16 of 18

CUSIP NO. 08860E309

13G

Page 17 of 18 Pages

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 11^th day of February, 2004		KENNETH GRIFFIN

		By:	/s/ Adam C. Cooper
			Adam C. Cooper, attorney-in-fact*

CITADEL LIMITED PARTNERSHIP		CITADEL INVESTMENT GROUP, L.L.C.

By:	GLB Partners, L.P.,	By:	/s/ Adam C. Cooper
	its General Partner		Adam C. Cooper, Senior Managing Director and General Counsel

By:	Citadel Investment Group, L.L.C.,
	its General Partner	CITADEL EQUITY FUND LTD.

By:	/s/ Adam C. Cooper	By:	Citadel Limited Partnership,
	Adam C. Cooper, Senior Managing Director and General Counsel		its Portfolio Manager
		By:	GLB Partners, L.P.,
GLB PARTNERS, L.P.			its General Partner

By:	Citadel Investment Group, L.L.C.,	By:	Citadel Investment Group, L.L.C.,
	its General Partner		its General Partner

By:	/s/ Adam C. Cooper	By:	/s/ Adam C. Cooper
	Adam C. Cooper, Senior Managing Director and General Counsel		Adam C. Cooper, Senior Managing Director and General Counsel

CITADEL WELLINGTON PARTNERS L.P.		CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD.

By:	Citadel Limited Partnership,	By:	Citadel Limited Partnership,
	its General Partner		its Portfolio Manager

By:	GLB Partners, L.P.,	By:	GLB Partners, L.P.,
	its General Partner		its General Partner

By:	Citadel Investment Group, L.L.C.,	By:	Citadel Investment Group, L.L.C.,
	its General Partner		its General Partner

By:	/s/ Adam C. Cooper	By:	/s/ Adam C. Cooper
	Adam C. Cooper, Senior Managing Director and General Counsel		Adam C. Cooper, Senior Managing Director and General Counsel

Page 17 of 18

CUSIP NO. 08860E309

13G

Page 18 of 18 Pages

CITADEL DISTRESSED AND CREDIT OPPORTUNITY FUND LTD.		CITADEL CREDIT TRADING LTD.

By:	Citadel Limited Partnership,	By:	Citadel Limited Partnership,
	its Portfolio Manager		its Portfolio Manager

By:	GLB Partners, L.P.,	By:	GLB Partners, L.P.,
	its General Partner		its General Partner

By:	Citadel Investment Group, L.L.C.,	By:	Citadel Investment Group, L.L.C.,
	its General Partner		its General Partner

By:	/s/ Adam C. Cooper	By:	/s/ Adam C. Cooper
	Adam C. Cooper, Senior Managing Director and General Counsel		Adam C. Cooper, Senior Managing Director and General Counsel

CITADEL JACKSON INVESTMENT FUND LTD.

By:	Citadel Limited Partnership, its Portfolio Manager

By:	GLB Partners, L.P., its General Partner

By:	Citadel Investment Group, L.L.C., its General Partner

By:	/s/ Adam C. Cooper
	Adam C. Cooper, Senior Managing Director and General Counsel

Page 18 of 18

BEYOND COM CORP SC 13G/A