<PAGE>



      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 1996

                                                  REGISTRATION NO. 333-
                                                                       --------
- --------------------------------------------------------------------------------


                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                 --------------------

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

                          STEINWAY MUSICAL INSTRUMENTS, INC.
                      ------------------------------------------
                (Exact name of registrant as specified in its charter)

              DELAWARE                                35-1910745
(State or Other Jurisdiction of                    (I.R.S. Employer
Incorporation or Organization)                     Identification No.)

                                600 INDUSTRIAL PARKWAY
                                ELKHART, INDIANA 46516
                                    (219) 522-1675

            (Address, including Zip Code, and Telephone Number, including
               Area Code, of Registrant's Principal Executive Offices)

                       ----------------------------------------
                  STEINWAY MUSICAL INSTRUMENTS, INC. 1996 STOCK PLAN
         STEINWAY MUSICAL INSTRUMENTS, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plans)

                       ----------------------------------------

                                  MR. DENNIS HANSON
                          STEINWAY MUSICAL INSTRUMENTS, INC.
                                600 INDUSTRIAL PARKWAY
                                ELKHART, INDIANA 46516

                       (Name and Address of Agent For Service)

                                    (617) 894-9770
            (Telephone Number, Including Area Code, of Agent For Service)

                                       COPY TO:

                                 ERIC H. SCHUNK, ESQ.
                           MILBANK, TWEED, HADLEY & MCCLOY
                              601 SOUTH FIGUEROA STREET
                            LOS ANGELES, CALIFORNIA  90017
                                    (213) 892-4000

                           CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 -----------------------------------------------------------------------------------------------------------------
                                                   PROPOSED MAXIMUM         PROPOSED MAXIMUM         AMOUNT OF
    TITLE OF SECURITIES      AMOUNT TO BE        OFFERING PRICE PER       AGGREGATE OFFERING       REGISTRATION
    TO BE REGISTERED         REGISTERED (1)           SHARE (2)                PRICE (2)                FEE
- -----------------------------------------------------------------------------------------------------------------
<S>                           <C>                 <C>                      <C>                      <C>
    Ordinary Common Stock,
  par value $0.001 per share    1,278,250               $19.00                 $21,822,115            $7,524.85
- -----------------------------------------------------------------------------------------------------------------

</TABLE>
 
(1) There are also registered hereby such indeterminate number of shares of
    Ordinary Common Stock, par value $.001 per share (the "Ordinary Common
    Stock"), of the Registrant as may become issuable by reason of operation of
    the anti-dilution provisions of the Registrant's 1996 Stock Plan (the
    "Stock Plan") and the 1996 Employee Stock Purchase Plan (the "Purchase
    Plan") described herein.

(2) Pursuant to Rule 457 under the Securities Act of 1933, as amended, the
    proposed maximum offering price per share and the proposed maximum
    aggregate offering price are estimated solely for purposes of calculating
    the registration fee and are based on: (i) options to purchase 561,500
    shares of Ordinary Common Stock at $19.00 per share granted on July 24,
    1996 pursuant to the Stock Plan; (ii) an offering to purchase 125,000
    shares of Ordinary Common Stock at $15.51 per share made on August 8, 1996
    pursuant to the Purchase Plan; (iii) 216,750 shares of Ordinary Common
    Stock remaining for grants pursuant to the Stock Plan based on the average
    of the high and low prices per share of Ordinary Common Stock trading on
    the New York Stock Exchange on September 3, 1996, $17.38 (the "September 3
    Price"); and (iv) 375,000 shares of Ordinary Common Stock remaining for
    offerings pursuant to the Purchase Plan based on (a) the September 3 Price
    multiplied by (b) 85%, the discount factor for purchases of Ordinary Common
    Stock for participants in the Purchase Plan.


<PAGE>

                                        PART I

                INFORMATION REQUIRED IN EACH SECTION 10(A) PROSPECTUS

Item 1.  PLAN INFORMATION

         Information required by Part I to be contained in each Section 10(a)
Prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I on Form S-8.  The documents containing the information specified
in Part I of Form S-8 will be sent or given to participating employees as
specified by Rule 428(b)(1) under the Securities Act.  These documents and the
documents incorporated by reference into this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The Registrant will, upon written or oral request, provide without
charge to any person to whom each Prospectus relating to this Registration
Statement is delivered, a copy of any and all of the information which has been
incorporated by reference in such Prospectus and this Registration Statement
(pursuant to Item 3 of Part II below) as well as other documents required by
Rule 428(b) promulgated pursuant to the Securities Act.  Such requests should be
directed to the Chief Financial Officer, Steinway Musical Instruments, Inc., 600
Industrial Parkway, Elkhart, Indiana 46516 (Telephone Number:  (219) 522-1675).

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant with the Securities
and Exchange Commission are incorporated by reference in this Registration
Statement:

    (c)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
    December 31, 1995 filed pursuant to Section 13(a) of the Securities
    Exchange Act of 1934, as amended (the "Exchange Act").

    (d)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
    ended June 29, 1996 filed pursuant to Section 13(a) of the Exchange Act.

    (e)  The description of the Ordinary Common Stock contained in the
    Registration Statement on Form 8-A filed by the Registrant under Section 12
    of the Exchange Act on July 10, 1996.

                                         -2-
<PAGE>

         All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  DESCRIPTION OF SECURITIES.

         Only securities registered under Section 12 of the Exchange Act are
being offered.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         As permitted by Sections 102 and 145 of the Delaware General
Corporation Law, the Registrant's certificate of incorporation eliminates a
director's personal liability for monetary damages to the Registrant and its
stockholders arising from a breach or alleged breach of a director's fiduciary
duty except for liability under Section 174 of the Delaware General Corporation
Law or liability for any breach of the director's duty of loyalty to the
Registrant or its stockholders, for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law or for any
transaction in which the director derived an improper personal benefit.  Article
Sixth of the Registrant's certificate of incorporation eliminates the rights of
the Registrant and its stockholders (through stockholders' derivative suits on
behalf of the Registrant) to recover monetary damages against a director for
breach of fiduciary duty as a director (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described
above.

         The Registrant's bylaws provide for indemnification of officers,
directors, employees and agents of the Registrant (the "Indemnitees").  Under
the bylaws, the Registrant must indemnify an Indemnitee to the fullest extent
permitted by applicable law for losses and expenses incurred in connection with
actions in which the Indemnitee is involved by reason of having been an officer,
director, employee or agent of the Registrant.  The Registrant is also obligated
to advance expenses an Indemnitee may incur in connection with such actions
before any resolution of the action.

                                         -3-
<PAGE>

         The Registrant also maintains directors' and officers' liability
insurance.

Item 8.  EXHIBITS.

    4.1  Restated Certificate of Incorporation of the Registrant (incorporated
         by reference to Exhibit 3.1 to the Registrant's Registration Statement
         on Form S-1 (No. 333-3667)).

    4.2  Corrected Amendment to Restated Certificate of Incorporation of the
         Registrant (incorporated by reference to Exhibit 3.2 to the
         Registrant's Registration Statement on Form S-1 (No. 333-3667)).

    4.3  Form of Amendment to Restated Certificate of Incorporation of
         Registrant (incorporated by reference to Exhibit 3.3 to the
         Registrant's Registration Statement on Form S-1 (No. 333-3667)).

    4.4  Bylaws of the Registrant (incorporated by reference to Exhibit 3.4 to
         the Registrant's Registration Statement on Form S-1 (No. 333-3667)).

    4.5  Amendment No. 1 to Bylaws of the Registrant (incorporated by reference
         to Exhibit 3.5 to the Registrant's Registration Statement on Form S-1
         (No. 333-3667)).

    4.6  Specimen Certificate (incorporated by reference to Exhibit 4.1 to the
         Registrant's Registration Statement on Form S-1 (No. 333-3667)).

    4.7  Steinway Musical Instruments, Inc. 1996 Stock Plan (incorporated by
         reference to Exhibit 10.16 to Registrant's Registration Statement on
         Form S-1 (No. 333-3667)).

    4.8  Steinway Musical Instruments, Inc. 1996 Employee Stock Purchase Plan.

    5.1  Opinion of Milbank, Tweed, Hadley & McCloy.

    23.1 Consent of Deloitte & Touche LLP.

    23.2 Consent of Milbank, Tweed, Hadley & McCloy (included in their opinion
         filed as Exhibit 5.1).

    24.1 Powers of Attorney (contained on the signature page hereof).

                                         -4-
<PAGE>

Item 9.  UNDERTAKINGS.

    (a)  The undersigned Registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
              made, a post-effective amendment to this Registration Statement;

               (i) To include any prospectus required by Section 10(a)(3) of
                   the Securities Act;

              (ii) To reflect in the prospectus any facts or events arising
                   after the effective date of the Registration Statement (or
                   the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represent a fundamental
                   change in the information set forth in the Registration
                   Statement; and

             (iii) To include any material information with respect to the plan
                   of distribution not previously disclosed in the Registration
                   Statement or any material change to such information in the
                   Registration Statement;

         (2)  That, for the purpose of determining any liability under the
              Securities Act, each such post-effective amendment shall be
              deemed to be a new registration statement relating to the
              securities offered therein, and the offering of such securities
              at that time shall be deemed to be the initial BONA FIDE offering
              thereof.

         (3)  To remove from registration by means of a post-effective
              amendment any of the securities being registered which remain
              unsold at the termination of the offering.

    (b)  The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         Registrant's annual report pursuant to Section 13(a) or 15(d) of the
         Exchange Act, (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to Section 15(d) of the Exchange
         Act) that is incorporated by reference in the Registration Statement
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial BONA FIDE offering
         thereof.

    (c)  Insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore,
         unenforceable.  In the event that a claim for indemnification against
         such liabilities (other than the payment by the

                                         -5-
<PAGE>

         Registrant of expenses incurred or paid by a director, officer or
         controlling person of the Registrant in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered,
         the Registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Act and will be
         governed by the final adjudication of such issue.


                                         -6-
<PAGE>

                                      SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California on this 5th day of September, 1996.

                                  STEINWAY MUSICAL INSTRUMENTS, INC.

                                  By:  /s/ Dana D. Messina
                                      --------------------------------
                                         Dana D. Messina
                                         CHIEF EXECUTIVE OFFICER



                                  POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kyle R. Kirkland, Dana D. Messina, Thomas
Burzycki, Bruce Stevens, Dennis Hanson and Michael R. Vickrey and each of them,
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof and the
Registrant hereby confers like authority on its behalf.


                                         -7-
<PAGE>

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 5th day of September, 1996.

        SIGNATURE                                     TITLE
        ---------                                     -----

   /s/ Dana D. Messina                  Director and Chief Executive Officer
- -----------------------------------     (Principal Executive Officer)
     Dana D. Messina


   /s/ Dennis Hanson                    Chief Financial Officer
- -----------------------------------     (Principal Financial Officer)
     Dennis Hanson


   /s/ Michael R. Vickrey               Executive Vice President
- -----------------------------------     (Principal Accounting Officer)
     Michael R. Vickrey


   /s/  Kyle R. Kirkland                Director
- -----------------------------------
    Kyle R. Kirkland


   /s/   Thomas Burzycki                Director
- -----------------------------------
     Thomas Burzycki


   /s/    Bruce Stevens                 Director
- -----------------------------------
     Bruce Stevens


   /s/   Peter McMillan                 Director
- -----------------------------------
     Peter McMillan


                                         -8-
<PAGE>

                                       EXHIBITS

Exhibit
Number                                    Description
- -------                                  -------------


4.1    Restated Certificate of Incorporation of the Registrant (incorporated by
       reference to Exhibit 3.1 to the Registrant's Registration Statement on 
       Form S-1 (No. 333-3667)).

4.2    Corrected Amendment to Restated Certificate of Incorporation of the
       Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's
       Registration Statement on Form S-1 (No. 333-3667)).

4.3    Form of Amendment to Restated Certificate of Incorporation of Registrant
       (incorporated by reference to Exhibit 3.3 to the Registrant's 
       Registration Statement on Form S-1 (No. 333-3667)).

4.4    Bylaws of the Registrant (incorporated by reference to Exhibit 3.4 to the
       Registrant's Registration Statement on Form S-1 (No. 333-3667)).

4.5    Amendment No. 1 to Bylaws of the Registrant (incorporated by reference to
       Exhibit 3.5 to the Registrant's Registration Statement on Form S-1 (No.
       333-3667)).

4.6    Specimen Certificate (incorporated by reference to Exhibit 4.1 to the
       Registrant's Registration Statement on Form S-1 (No. 333-3667)).

4.7    Steinway Musical Instruments, Inc. 1996 Stock Plan (incorporated by
       reference to Exhibit 10.16 to Registrant's Registration Statement on Form
       S-1 (No. 333-3667)).

4.8    Steinway Musical Instruments, Inc. 1996 Employee Stock Purchase Plan.

5.1    Opinion of Milbank, Tweed, Hadley & McCloy.

23.1   Consent of Deloitte & Touche LLP.

23.2   Consent of Milbank, Tweed, Hadley & McCloy (included in their opinion
       filed as Exhibit 5.1).

24.1   Powers of Attorney (contained on the signature page hereof).



                                         -9-
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 21110}]
{"company-data": {"conformed-name": "STEINWAY MUSICAL INSTRUMENTS INC", "cik": "0000911583", "assigned-sic": "3651", "irs-number": "351910745", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-11465", "film-number": "96626371"}, "business-address": {"street1": "600 INDUSTRIAL PARKWAY", "city": "ELKHART", "state": "IN", "zip": "46516", "phone": "2195221675"}, "mail-address": {"street1": "600 INDUSTRIAL PARKWAY", "city": "ELKHART", "state": "IN", "zip": "46516"}, "former-company": {"former-conformed-name": "SELMER INDUSTRIES INC", "date-changed": "19940209"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 4, 1996

                                                  REGISTRATION NO. 333-
                                                                       --------
- --------------------------------------------------------------------------------

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                 --------------------

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

                          STEINWAY MUSICAL INSTRUMENTS, INC.
                      ------------------------------------------
                (Exact name of registrant as specified in its charter)

              DELAWARE                                35-1910745
(State or Other Jurisdiction of                    (I.R.S. Employer
Incorporation or Organization)                     Identification No.)

                                600 INDUSTRIAL PARKWAY
                                ELKHART, INDIANA 46516
                                    (219) 522-1675

            (Address, including Zip Code, and Telephone Number, including
               Area Code, of Registrant's Principal Executive Offices)

                       ----------------------------------------
                  STEINWAY MUSICAL INSTRUMENTS, INC. 1996 STOCK PLAN
         STEINWAY MUSICAL INSTRUMENTS, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
                              (Full Title of the Plans)

                       ----------------------------------------

                                  MR. DENNIS HANSON
                          STEINWAY MUSICAL INSTRUMENTS, INC.
                                600 INDUSTRIAL PARKWAY
                                ELKHART, INDIANA 46516

                       (Name and Address of Agent For Service)

                                    (617) 894-9770
            (Telephone Number, Including Area Code, of Agent For Service)

                                       COPY TO:

                                 ERIC H. SCHUNK, ESQ.
                           MILBANK, TWEED, HADLEY & MCCLOY
                              601 SOUTH FIGUEROA STREET
                            LOS ANGELES, CALIFORNIA  90017
                                    (213) 892-4000

                           CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------
                                                   PROPOSED MAXIMUM         PROPOSED MAXIMUM         AMOUNT OF
    TITLE OF SECURITIES      AMOUNT TO BE        OFFERING PRICE PER       AGGREGATE OFFERING       REGISTRATION
    TO BE REGISTERED         REGISTERED (1)           SHARE (2)                PRICE (2)                FEE
- -----------------------------------------------------------------------------------------------------------------
Ordinary Common Stock,
  par value $0.001 per share    1,278,250               $19.00                 $21,822,115            $7,524.85
- -----------------------------------------------------------------------------------------------------------------
(1) There are also registered hereby such indeterminate number of shares of
    Ordinary Common Stock, par value $.001 per share (the "Ordinary Common
    Stock"), of the Registrant as may become issuable by reason of operation of
    the anti-dilution provisions of the Registrant's 1996 Stock Plan (the
    "Stock Plan") and the 1996 Employee Stock Purchase Plan (the "Purchase
    Plan") described herein.

(2) Pursuant to Rule 457 under the Securities Act of 1933, as amended, the
    proposed maximum offering price per share and the proposed maximum
    aggregate offering price are estimated solely for purposes of calculating
    the registration fee and are based on: (i) options to purchase 561,500
    shares of Ordinary Common Stock at $19.00 per share granted on July 24,
    1996 pursuant to the Stock Plan; (ii) an offering to purchase 125,000
    shares of Ordinary Common Stock at $15.51 per share made on August 8, 1996
    pursuant to the Purchase Plan; (iii) 216,750 shares of Ordinary Common
    Stock remaining for grants pursuant to the Stock Plan based on the average
    of the high and low prices per share of Ordinary Common Stock trading on
    the New York Stock Exchange on September 3, 1996, $17.38 (the "September 3
    Price"); and (iv) 375,000 shares of Ordinary Common Stock remaining for
    offerings pursuant to the Purchase Plan based on (a) the September 3 Price
    multiplied by (b) 85%, the discount factor for purchases of Ordinary Common
    Stock for participants in the Purchase Plan.
PART I

                INFORMATION REQUIRED IN EACH SECTION 10(A) PROSPECTUS

Item 1.  PLAN INFORMATION

         Information required by Part I to be contained in each Section 10(a)
Prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I on Form S-8.  The documents containing the information specified
in Part I of Form S-8 will be sent or given to participating employees as
specified by Rule 428(b)(1) under the Securities Act.  These documents and the
documents incorporated by reference into this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

         The Registrant will, upon written or oral request, provide without
charge to any person to whom each Prospectus relating to this Registration
Statement is delivered, a copy of any and all of the information which has been
incorporated by reference in such Prospectus and this Registration Statement
(pursuant to Item 3 of Part II below) as well as other documents required by
Rule 428(b) promulgated pursuant to the Securities Act.  Such requests should be
directed to the Chief Financial Officer, Steinway Musical Instruments, Inc., 600
Industrial Parkway, Elkhart, Indiana 46516 (Telephone Number:  (219) 522-1675).

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant with the Securities
and Exchange Commission are incorporated by reference in this Registration
Statement:

    (c)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
    December 31, 1995 filed pursuant to Section 13(a) of the Securities
    Exchange Act of 1934, as amended (the "Exchange Act").

    (d)  The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
    ended June 29, 1996 filed pursuant to Section 13(a) of the Exchange Act.

    (e)  The description of the Ordinary Common Stock contained in the
    Registration Statement on Form 8-A filed by the Registrant under Section 12
    of the Exchange Act on July 10, 1996.

                                         -2-
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.  DESCRIPTION OF SECURITIES.

         Only securities registered under Section 12 of the Exchange Act are
being offered.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         As permitted by Sections 102 and 145 of the Delaware General
Corporation Law, the Registrant's certificate of incorporation eliminates a
director's personal liability for monetary damages to the Registrant and its
stockholders arising from a breach or alleged breach of a director's fiduciary
duty except for liability under Section 174 of the Delaware General Corporation
Law or liability for any breach of the director's duty of loyalty to the
Registrant or its stockholders, for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law or for any
transaction in which the director derived an improper personal benefit.  Article
Sixth of the Registrant's certificate of incorporation eliminates the rights of
the Registrant and its stockholders (through stockholders' derivative suits on
behalf of the Registrant) to recover monetary damages against a director for
breach of fiduciary duty as a director (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described
above.

         The Registrant's bylaws provide for indemnification of officers,
directors, employees and agents of the Registrant (the "Indemnitees").  Under
the bylaws, the Registrant must indemnify an Indemnitee to the fullest extent
permitted by applicable law for losses and expenses incurred in connection with
actions in which the Indemnitee is involved by reason of having been an officer,
director, employee or agent of the Registrant.  The Registrant is also obligated
to advance expenses an Indemnitee may incur in connection with such actions
before any resolution of the action.

                                         -3-
The Registrant also maintains directors' and officers' liability
insurance.

Item 8.  EXHIBITS.

    4.1  Restated Certificate of Incorporation of the Registrant (incorporated
         by reference to Exhibit 3.1 to the Registrant's Registration Statement
         on Form S-1 (No. 333-3667)).

    4.2  Corrected Amendment to Restated Certificate of Incorporation of the
         Registrant (incorporated by reference to Exhibit 3.2 to the
         Registrant's Registration Statement on Form S-1 (No. 333-3667)).

    4.3  Form of Amendment to Restated Certificate of Incorporation of
         Registrant (incorporated by reference to Exhibit 3.3 to the
         Registrant's Registration Statement on Form S-1 (No. 333-3667)).

    4.4  Bylaws of the Registrant (incorporated by reference to Exhibit 3.4 to
         the Registrant's Registration Statement on Form S-1 (No. 333-3667)).

    4.5  Amendment No. 1 to Bylaws of the Registrant (incorporated by reference
         to Exhibit 3.5 to the Registrant's Registration Statement on Form S-1
         (No. 333-3667)).

    4.6  Specimen Certificate (incorporated by reference to Exhibit 4.1 to the
         Registrant's Registration Statement on Form S-1 (No. 333-3667)).

    4.7  Steinway Musical Instruments, Inc. 1996 Stock Plan (incorporated by
         reference to Exhibit 10.16 to Registrant's Registration Statement on
         Form S-1 (No. 333-3667)).

    4.8  Steinway Musical Instruments, Inc. 1996 Employee Stock Purchase Plan.

    5.1  Opinion of Milbank, Tweed, Hadley & McCloy.

    23.1 Consent of Deloitte & Touche LLP.

    23.2 Consent of Milbank, Tweed, Hadley & McCloy (included in their opinion
         filed as Exhibit 5.1).

    24.1 Powers of Attorney (contained on the signature page hereof).

                                         -4-
Item 9.  UNDERTAKINGS.

    (a)  The undersigned Registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
              made, a post-effective amendment to this Registration Statement;

               (i) To include any prospectus required by Section 10(a)(3) of
                   the Securities Act;

              (ii) To reflect in the prospectus any facts or events arising
                   after the effective date of the Registration Statement (or
                   the most recent post-effective amendment thereof) which,
                   individually or in the aggregate, represent a fundamental
                   change in the information set forth in the Registration
                   Statement; and

             (iii) To include any material information with respect to the plan
                   of distribution not previously disclosed in the Registration
                   Statement or any material change to such information in the
                   Registration Statement;

         (2)  That, for the purpose of determining any liability under the
              Securities Act, each such post-effective amendment shall be
              deemed to be a new registration statement relating to the
              securities offered therein, and the offering of such securities
              at that time shall be deemed to be the initial BONA FIDE offering
              thereof.

         (3)  To remove from registration by means of a post-effective
              amendment any of the securities being registered which remain
              unsold at the termination of the offering.

    (b)  The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         Registrant's annual report pursuant to Section 13(a) or 15(d) of the
         Exchange Act, (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to Section 15(d) of the Exchange
         Act) that is incorporated by reference in the Registration Statement
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at
         that time shall be deemed to be the initial BONA FIDE offering
         thereof.

    (c)  Insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore,
         unenforceable.  In the event that a claim for indemnification against
         such liabilities (other than the payment by the

                                         -5-
Registrant of expenses incurred or paid by a director, officer or
         controlling person of the Registrant in the successful defense of any
         action, suit or proceeding) is asserted by such director, officer or
         controlling person in connection with the securities being registered,
         the Registrant will, unless in the opinion of its counsel the matter
         has been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Act and will be
         governed by the final adjudication of such issue.

                                         -6-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California on this 5th day of September, 1996.

                                  STEINWAY MUSICAL INSTRUMENTS, INC.

                                  By:  /s/ Dana D. Messina
                                      --------------------------------
                                         Dana D. Messina
                                         CHIEF EXECUTIVE OFFICER

                                  POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kyle R. Kirkland, Dana D. Messina, Thomas
Burzycki, Bruce Stevens, Dennis Hanson and Michael R. Vickrey and each of them,
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof and the
Registrant hereby confers like authority on its behalf.

                                         -7-
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 5th day of September, 1996.

        SIGNATURE                                     TITLE
        ---------                                     -----

   /s/ Dana D. Messina                  Director and Chief Executive Officer
- -----------------------------------     (Principal Executive Officer)
     Dana D. Messina

   /s/ Dennis Hanson                    Chief Financial Officer
- -----------------------------------     (Principal Financial Officer)
     Dennis Hanson

   /s/ Michael R. Vickrey               Executive Vice President
- -----------------------------------     (Principal Accounting Officer)
     Michael R. Vickrey

   /s/  Kyle R. Kirkland                Director
- -----------------------------------
    Kyle R. Kirkland

   /s/   Thomas Burzycki                Director
- -----------------------------------
     Thomas Burzycki

   /s/    Bruce Stevens                 Director
- -----------------------------------
     Bruce Stevens

   /s/   Peter McMillan                 Director
- -----------------------------------
     Peter McMillan

                                         -8-
EXHIBITS

Exhibit
Number                                    Description
- -------                                  -------------

4.1    Restated Certificate of Incorporation of the Registrant (incorporated by
       reference to Exhibit 3.1 to the Registrant's Registration Statement on 
       Form S-1 (No. 333-3667)).

4.2    Corrected Amendment to Restated Certificate of Incorporation of the
       Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's
       Registration Statement on Form S-1 (No. 333-3667)).

4.3    Form of Amendment to Restated Certificate of Incorporation of Registrant
       (incorporated by reference to Exhibit 3.3 to the Registrant's 
       Registration Statement on Form S-1 (No. 333-3667)).

4.4    Bylaws of the Registrant (incorporated by reference to Exhibit 3.4 to the
       Registrant's Registration Statement on Form S-1 (No. 333-3667)).

4.5    Amendment No. 1 to Bylaws of the Registrant (incorporated by reference to
       Exhibit 3.5 to the Registrant's Registration Statement on Form S-1 (No.
       333-3667)).

4.6    Specimen Certificate (incorporated by reference to Exhibit 4.1 to the
       Registrant's Registration Statement on Form S-1 (No. 333-3667)).

4.7    Steinway Musical Instruments, Inc. 1996 Stock Plan (incorporated by
       reference to Exhibit 10.16 to Registrant's Registration Statement on Form
       S-1 (No. 333-3667)).

4.8    Steinway Musical Instruments, Inc. 1996 Employee Stock Purchase Plan.

5.1    Opinion of Milbank, Tweed, Hadley & McCloy.

23.1   Consent of Deloitte & Touche LLP.

23.2   Consent of Milbank, Tweed, Hadley & McCloy (included in their opinion
       filed as Exhibit 5.1).

24.1   Powers of Attorney (contained on the signature page hereof).

                                         -9-