Apple Computer Inc. is talking to troubled media giant Vivendi Universal SA about buying its Universal Music Group, the world's largest record company, sources familiar with the situation confirmed.

It is unclear how long the negotiations have been going on or if terms or a sale price have been set, but "definitive interest has been expressed by Apple for Universal Music Group," said one source with knowledge of the talks.

Spokesmen for Vivendi Universal and Universal Music Group would not comment. A spokeswoman for Apple did not return a call.

The potential deal, reported in yesterday's Los Angeles Times, would attempt to marry technology with content -- Apple's computer gear with Universal's music. The talks were being held as Apple works on software that would enable users to download music in an easier, less-technical manner than currently exists on legal and illegal music sites.

Apple coined the phrase "rip, mix, burn" to entice consumers to use its products to copy their CDs to their computers and then make their own mixes. Many in the music industry considered the marketing campaign an invitation to piracy.

By buying Universal, Steve Jobs's Apple would own a massive inventory of music it could digitize and sell online. But it would also be instantly saddled with billions of dollars in debt -- and would be buying into an industry that lost 9 percent in U.S. compact disc sales over the past year and is struggling to establish itself as an effective online music retailer.

The potential deal left other PC makers scratching their heads and led Wall Street to punish Apple stock. Apple shares fell 8.1 percent yesterday, to $13.20. Shares of Vivendi Universal, which has lost more than 70 percent of its value over the past two years, jumped in morning trading on news of the possible acquisition before closing down 0.29 percent, at $13.86.

Analysts frowned on the potential merger.

"In fact, there do not appear to be any synergies between a music company and a PC company, even one as innovative as Apple," wrote Michael Hillmeyer, an analyst at Merrill Lynch & Co. "We do not see the advantage of technology companies owning both a platform and content (very few own both), and believe companies are run best if they can focus on one or the other."

Many companies have tried to combine hardware and content, with varying results. Sony Corp., for instance, has steadily taken steps to marry its stereos, televisions, computers and popular PlayStation 2 video-game consoles with its content divisions -- Sony's music, movie and television properties. Sony will soon begin selling hard drives for its PS2 that will enable users to download movies and music from the Internet and play them on their televisions and stereos.

Former Vivendi Universal chief executive Jean-Marie Messier bought Universal Music Group in June 2000, hoping that consumers would use his Internet portal and wireless telephone network to download Universal's music onto electronic devices.

Instead, Messier ran up immense debt and historic losses, spurred accounting investigations in France and the United States, and was fired by the Vivendi Universal board last summer. The company hired former pharmaceutical magnate Jean-Rene Fourtou, who in August promised to raise $12 billion over the next few years by selling off chunks of the company.

Apple, founded and run by the black-turtleneck-favoring Jobs, owns a loyal but tiny slice of the personal computer market -- about 3 percent -- with its stylish iMac desktop and PowerBook laptops. Apple gadgets, such as the popular iPod MP3 player, and software, such as the Final Cut Pro video editor, have expanded the California company's market share. Along with the Walt Disney Co., Apple co-owns Pixar Animation Studios, which has produced animated hit movies, such as "Monsters, Inc."

Apple's first-quarter revenue increased this year compared with last year, but the company moved from a profit of $38 million in the first quarter of 2002 to a loss of $8 million for the same period of this year.

"In our opinion," wrote Hillmeyer, "management's first priority should be to fix these problems."