<PAGE>

                                                                                
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1997
                                                      Registration No. 333-     
--------------------------------------------------------------------------------


                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                                 ------------------
                                      FORM S-8
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
                                 ------------------
                                GUITAR CENTER, INC.
                (Exact name of registrant as specified in its charter)

               DELAWARE                                95-4600862
     (State or other jurisdiction                   (I.R.S. Employer
    of incorporation or organization)             Identification No.)

           5155 CLARETON DRIVE
       AGOURA HILLS, CALIFORNIA                          91301
(Address of Principal Executive Offices)              (Zip Code)
                                 ------------------

                          1997 EQUITY PARTICIPATION PLAN

               AMENDED AND RESTATED 1996 PERFORMANCE STOCK OPTION PLAN

  MANAGEMENT STOCK OPTION AGREEMENT, DATED JUNE 5, 1996, BY AND BETWEEN GUITAR
                  CENTER, INC.* AND MARTY ALBERTSON, AS AMENDED

  MANAGEMENT STOCK OPTION AGREEMENT, DATED JUNE 5, 1996, BY AND BETWEEN GUITAR
                    CENTER, INC.* AND LARRY THOMAS, AS AMENDED

                               (Full title of the plan)
                          ----------------------------------
                                      BRUCE ROSS
                      VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                                 GUITAR CENTER, INC.
                                 5155 CLARETON DRIVE
                            AGOURA HILLS, CALIFORNIA 91301
                       (Name and address of agent for service)
                                    (818) 735-8800
            (Telephone Number, Including Area Code, of Agent For Service)
                                  ------------------
                                      Copies to:
                              ANTHONY J. RICHMOND, ESQ.
                                   LATHAM & WATKINS
                          633 WEST FIFTH STREET, SUITE 4000
                            LOS ANGELES, CALIFORNIA 90071
                                    (213) 485-1234

                           CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                                 Proposed
                                 Proposed        Maximum
Title of           Amount         Maximum       Aggregate       Amount of
Securities to       to be      Offering Price    Offering      Registration
be Registered   Registered (1)  Per Share (2)   Price (2)           Fee
--------------------------------------------------------------------------------
Common Stock     2,384,752 (1)    $10.89       $28,745,887       $8,711
$.01 par value                      and                             
                                 $14.0625

--------------
(Cover continued on next page)

<PAGE>

(*)  Guitar Center, Inc. was formerly known as Guitar Center Management Company,
    Inc.
(1) The amount of shares to be registered is comprised of (i) 875,000 shares
    authorized for issuance under the 1997 Equity Participation Plan (the "1997
    Plan"); (ii) 713,782 shares subject to currently outstanding options under
    the Amended and Restated 1996 Performance Stock Option Plan (the "1996
    Plan"); (iii) 397,985 shares subject to currently outstanding options
    pursuant to the Management Stock Option Agreement, dated June 5, 1996, by
    and between Guitar Center, Inc. and Marty Albertson, as Amended (the
    "Albertson Agreement"); and (iv) 397,985 shares subject to currently
    outstanding options pursuant to the Management Stock Option Agreement,
    dated June 5, 1996, by and between Guitar Center, Inc. and Larry Thomas, as
    Amended (the "Thomas Agreement").
(2) For purposes of computing the registration fee only.  Pursuant to Rule
    457(h), the Proposed Maximum Offering Price Per Share is based upon (i) the
    exercise price per share ($10.89) of outstanding options for the purchase
    of the 713,782 shares under the 1996 Plan; (ii) the exercise price per
    share ($10.89) of outstanding options for the purchase of the 397,985
    shares under the Albertson Agreement; (iii) the exercise price per share
    ($10.89) of outstanding options for the purchase of the 397,985 shares
    under the Thomas Agreement; and (iv) the average of the high and low prices
    for the Company's Common Stock on the Nasdaq National Market on April 24,
    1997 ($14.0625), for the 875,000 shares authorized for issuance under the
    1997 Plan.

                                  Page 2 of 12 pages
                           Exhibit Index appears on Page 8

<PAGE>

                                        PART I

Item 1.  Plan Information

         Not required to be filed with this Registration Statement.


Item 2.  Registrant Information and Employee Plan Annual Information

         Not required to be filed with this Registration Statement.


                                       PART II

Item 3.  Incorporation of Documents by Reference

         The registrant, Guitar Center, Inc., a Delaware corporation (the
"Company"), hereby incorporates the following documents in this Registration
Statement by reference:

         A.   The Company's Prospectus, dated March 13, 1997, filed with the
              Securities and Exchange Commission (the "Commission") pursuant to
              Rule 424(b) of the Securities Act of 1933, as amended (the
              "Securities Act"), on March 14, 1997;

         B.   The Company's Annual Report on Form 10-K for the year ended
              December 31, 1996; and

         C.   Description of the Company's Common Stock contained in the
              Registration Statement on Form S-1 filed with the Commission
              pursuant to the Act, on January 31, 1997, and amended by
              Amendment No. 1 thereto filed with the Commission on February 20,
              1997 and Amendment No. 2 thereto filed with the Commission on
              March 10, 1997.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (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, are incorporated by reference in this registration statement
and are a part hereof from the date of filing 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

         Not applicable.


Item 5.  Interests of Named Experts and Counsel

         Not applicable.



                                  Page 3 of 12 pages

<PAGE>

Item 6.  Indemnification of Directors and Officers

         Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") gives Delaware corporations broad powers to indemnify their present
and former directors and officers against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with threatened, pending or completed actions, suits or
proceedings to which they are parties or are threatened to be made parties by
reason of being or having been such directors or officers, subject to specified
conditions and exclusions; gives a director or officer who successfully defends
an action the right to be so indemnified; and permits a corporation to buy
directors' and officers' liability insurance.  Such indemnification is not
exclusive of any other rights to which those indemnified may be entitled under
any by-law, agreement, vote of stockholders or otherwise.

         The Certificate of Incorporation provides that, to the fullest extent
permitted by the Delaware Law, directors of the Company shall not be liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director.  Under the Delaware Law, a director's liability to the
Company or its stockholders may not be limited or eliminated (i) for any breach
of the director's duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) with respect to certain unlawful dividend
payments, stock redemptions or repurchases, or (iv) for any transaction from
which the director derived an improper personal benefit.  This provision, in
effect, eliminates the rights of the Company and its stockholders (through
stockholders' derivative suits on behalf of the Company) to recover monetary
damages from a director for breach of his or her fiduciary duty of care as a
director, except in the situations set forth in clauses (i) through (iv) above. 
In addition, the Certificate of Incorporation does not alter the liability of
directors under federal securities laws, and does not limit or eliminate the
rights of the Company or any stockholder to seek non-monetary relief, such as an
injunction or rescission, in the vent of a breach in a director's duty of care. 
The Certificate of Incorporation requires the Company to indemnify all directors
and officers of the Company to the fullest extent permitted by law.  The Bylaws
also require the Company to indemnify and advance indemnification expenses to
the Company's officers and directors.  The Company has entered into agreements
to provide indemnification for the Company's directors and executive officers in
addition to the indemnification permitted by the Certificate of Incorporation. 
These agreements, among other things, will indemnify the Company's directors and
executive officers of certain expenses (including attorney's fees), and all
losses, claims, liabilities, judgments, fines and settlement amounts incurred by
such person arising out of or in connection with such person's service as a
director or officer of the Company to the fullest extent permitted by applicable
laws.

Item 7.  Exemption from Registration Claimed

         Not applicable.


Item 8.  Exhibits

4.1           The Company's Amended and Restated 1996 Performance Stock Option
              Plan (Incorporated by reference to Exhibit 10.5 of the Company's
              Registration Statement No. 333-20931).

4.2           Employment Agreement dated June 5, 1996 between the Company and
              Bruce Ross, as amended (Incorporated by reference to Exhibit 10.7
              of the Company's Registration Statement No. 333-20931).

4.3           Employment Agreement dated June 5, 1996 between the Company and
              Barry Soosman, as amended (Incorporated by reference to Exhibit
              10.9 of the Company's Registration Statement No. 333-20931).

                                  Page 4 of 12 pages

<PAGE>

4.4           Management Stock Option Agreement dated June 5, 1996 by and
              between the Company and Lawrence Thomas (Incorporated by
              reference to Exhibit 10.16 of the Company's Registration
              Statement No. 333-10491).

4.5           Management Stock Option Agreement dated June 5, 1996 by and
              between the Company and Marty Albertson (Incorporated by
              reference to Exhibit 10.17 of the Company's Registration
              Statement No. 333-10491).

4.6           Stockholders Agreement dated June 5, 1996 among the Company, and
              the investors listed therein (Incorporated by reference to
              Exhibit 10.19 of the company's Registration Statement No.
              333-10491).

4.7           Amendment No. 1 to Amended and Restated 1996 Performance Stock
              Option Plan (Incorporated by reference to Exhibit 10.24 of the
              Company's Registration Statement No. 333-20931).

4.8           1997 Equity Participation Plan (Incorporated by reference to
              Exhibit 10.26 of the Company's Registration Statement No.
              333-20931).

4.9           Modification to Amended and Restated 1996 Performance Stock
              Option Plan (Incorporated by reference to Exhibit 10.28 of the
              Company's Registration Statement No. 333-20931).

4.10          Amendment No. 2 to the Amended and Restated 1996 Performance
              Stock Option Plan (Incorporated by reference to Exhibit 10.30 of
              the Company's Registration Statement No. 333-20931).

4.11          Amendment No. 1 to Management Stock Option Agreement dated as of
              October 15, 1996 between the Company and Larry Thomas
              (Incorporated by reference to Exhibit 10.21 contained in
              Registration Statement No. 333-10491).

4.12          Amendment No. 1 to Management Stock Option Agreement dated as of
              October 15, 1996 between the Company and Marty Albertson
              (Incorporated by reference to Exhibit 10.22 contained in
              Registration Statement No. 333-10491).

5.1           Opinion of Latham & Watkins as to the legality of the shares
              being registered.

23.1          Consent of KPMG Peat Marwick LLP, the Company's independent
              auditors.

23.2          Consent of Ernst & Young LLP

23.3          Consent of Latham & Watkins (included in Exhibit 5.1 hereto).

24.1          Powers of Attorney (included on page 8).


                                  Page 5 of 12 pages

<PAGE>


Item 9.  Undertakings

         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:

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

              (b)  To reflect in the prospectus any facts or events arising
         after the effective date of this 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;

              c)   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;

PROVIDED, HOWEVER, that paragraphs (1)(a) and (1)(b) shall not apply to
information contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Sections 13 or 15(d) of the Exchange
Act that are incorporated by reference in this 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.

         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 Sections 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 this 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.

    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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the 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 Securities Act and will be governed by the final
adjudication of such issue.

                                  Page 6 of 12 pages

<PAGE>

                                      SIGNATURES

    Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and 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 25th day of
April, 1997.

                   
                                  GUITAR CENTER, INC.



                                  By:   /S/ LARRY THOMAS
                                       -----------------------------
                                       Larry Thomas
                                       President and
                                       Chief Executive Officer

                                  POWER OF ATTORNEY

    Each person whose signature appears below constitutes and appoints Larry
Thomas, Marty Albertson and Bruce Ross, and each or any of them, his true and
lawful attorney-in-fact and agents, 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 Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and 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.

    Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in their capacities and
on the dates indicated.

    SIGNATURE                          TITLE                         DATE
    ---------                          -----                         ----

/S/ LARRY THOMAS             President, Chief Executive         April 25, 1997
------------------------     Officer and Director
Larry Thomas                                                    
                             
/S/ BRUCE ROSS               Vice President, Chief              April 25, 1997
------------------------     Financial Officer and  Secretary
Bruce Ross

/S/ MARTY ALBERTSON          Executive Vice President,          April 25, 1997
------------------------     Chief Operating Officer 
Marty Albertson              and Director

                             Director                           April __, 1997
------------------------
Raymond Scherr

/S/ DAVID FERGUSON           Director                           April 25, 1997
------------------------
David Ferguson

/S/ JEFFREY WALKER           Director                           April 25, 1997
------------------------                   
Jeffrey Walker

/S/ MICHAEL LAZARUS          Director                           April 25, 1997
------------------------
Michael Lazarus

/S/ STEVEN BURGE             Director                           April 25, 1997
------------------------
Steven Burge


                                  Page 7 of 12 pages

<PAGE>

                                  INDEX TO EXHIBITS
EXHIBIT                                                                     PAGE
-------                                                                     ----

4.1      The Company's Amended and Restated 1996 Performance Stock Option Plan
         (Incorporated by reference to Exhibit 10.5 of the Company's
         Registration Statement No. 333-20931).

4.2      Employment Agreement dated June 5, 1996 between the Company and Bruce
         Ross, as amended (Incorporated by reference to Exhibit 10.7 of the
         Company's Registration Statement No. 333-20931).

4.3      Employment Agreement dated June 5, 1996 between the Company and Barry
         Soosman, as amended (Incorporated by reference to Exhibit 10.9 of the
         Company's Registration Statement No. 333-20931).

4.4      Management Stock Option Agreement dated June 5, 1996 by and between
         the Company and Lawrence Thomas (Incorporated by reference to Exhibit
         10.16 of the Company's Registration Statement No. 333-10491).

4.5      Management Stock Option Agreement dated June 5, 1996 by and between
         the Company and Marty Albertson (Incorporated by reference to Exhibit
         10.17 of the Company's Registration Statement No. 333-10491).

4.6      Stockholders Agreement dated June 5, 1996 among the Company, and the
         investors listed therein (Incorporated by reference to Exhibit 10.19
         of the company's Registration Statement No. 333-10491).

4.7      Amendment No. 1 to Amended and Restated 1996 Performance Stock Option
         Plan (Incorporated by reference to Exhibit 10.24 of the Company's
         Registration Statement No. 333-20931).

4.8      1997 Equity Participation Plan (Incorporated by reference to Exhibit
         10.26 of the Company's Registration Statement No. 333-20931).

4.9      Modification to Amended and Restated 1996 Performance Stock Option
         Plan (Incorporated by reference to Exhibit 10.28 of the Company's
         Registration Statement No. 333-20931).

4.10     Amendment No. 2 to the Amended and Restated 1996 Performance Stock
         Option Plan (Incorporated by reference to Exhibit 10.30 of the
         Company's Registration Statement No. 333-20931).

4.11     Amendment No. 1 to Management Stock Option Agreement dated as of
         October 15, 1996 between the Company and Larry Thomas (Incorporated by
         reference to Exhibit 10.21 contained in Registration Statement No.
         333-10491).

4.12     Amendment No. 1 to Management Stock Option Agreement dated as of
         October 15, 1996 between the Company and Marty Albertson (Incorporated
         by reference to Exhibit 10.22 contained in Registration Statement No.
         333-10491).

*5.1     Opinion of Latham & Watkins as to the legality of the shares being
         registered.
    

                                  Page 8 of 12 pages

<PAGE>

*23.1    Consent of KPMG Peat Marwick LLP, the Company's independent auditors.
      
*23.2    Consent of Ernst & Young LLP

*23.3    Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
     
*24.1    Powers of Attorney (included on page 8).
          
------------------------
* Filed herewith

                                  Page 9 of 12 pages
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 24727}]
{"company-data": {"conformed-name": "GUITAR CENTER INC", "cik": "0001021113", "assigned-sic": "5731", "irs-number": "953266031", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26257", "film-number": "97592727"}, "business-address": {"street1": "5155 CLARETON DR", "city": "AGOURA HILLS", "state": "CA", "zip": "91301", "phone": "8187358800"}, "mail-address": {"street1": "5155 CLARETON DR", "city": "AGOURA HILLS", "state": "CA", "zip": "91301"}, "former-company": {"former-conformed-name": "GUITAR CENTER MANAGEMENT CO INC", "date-changed": "19960816"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 30, 1997
                                                      Registration No. 333-     
--------------------------------------------------------------------------------

                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
                                 ------------------
                                      FORM S-8
                            REGISTRATION STATEMENT UNDER
                             THE SECURITIES ACT OF 1933
                                 ------------------
                                GUITAR CENTER, INC.
                (Exact name of registrant as specified in its charter)

               DELAWARE                                95-4600862
     (State or other jurisdiction                   (I.R.S. Employer
    of incorporation or organization)             Identification No.)

           5155 CLARETON DRIVE
       AGOURA HILLS, CALIFORNIA                          91301
(Address of Principal Executive Offices)              (Zip Code)
                                 ------------------

                          1997 EQUITY PARTICIPATION PLAN

               AMENDED AND RESTATED 1996 PERFORMANCE STOCK OPTION PLAN

  MANAGEMENT STOCK OPTION AGREEMENT, DATED JUNE 5, 1996, BY AND BETWEEN GUITAR
                  CENTER, INC.* AND MARTY ALBERTSON, AS AMENDED

  MANAGEMENT STOCK OPTION AGREEMENT, DATED JUNE 5, 1996, BY AND BETWEEN GUITAR
                    CENTER, INC.* AND LARRY THOMAS, AS AMENDED

                               (Full title of the plan)
                          ----------------------------------
                                      BRUCE ROSS
                      VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                                 GUITAR CENTER, INC.
                                 5155 CLARETON DRIVE
                            AGOURA HILLS, CALIFORNIA 91301
                       (Name and address of agent for service)
                                    (818) 735-8800
            (Telephone Number, Including Area Code, of Agent For Service)
                                  ------------------
                                      Copies to:
                              ANTHONY J. RICHMOND, ESQ.
                                   LATHAM & WATKINS
                          633 WEST FIFTH STREET, SUITE 4000
                            LOS ANGELES, CALIFORNIA 90071
                                    (213) 485-1234

                           CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                                 Proposed
                                 Proposed        Maximum
Title of           Amount         Maximum       Aggregate       Amount of
Securities to       to be      Offering Price    Offering      Registration
be Registered   Registered (1)  Per Share (2)   Price (2)           Fee
--------------------------------------------------------------------------------
Common Stock     2,384,752 (1)    $10.89       $28,745,887       $8,711
$.01 par value                      and                             
                                 $14.0625

--------------
(Cover continued on next page)
(*)  Guitar Center, Inc. was formerly known as Guitar Center Management Company,
    Inc.
(1) The amount of shares to be registered is comprised of (i) 875,000 shares
    authorized for issuance under the 1997 Equity Participation Plan (the "1997
    Plan"); (ii) 713,782 shares subject to currently outstanding options under
    the Amended and Restated 1996 Performance Stock Option Plan (the "1996
    Plan"); (iii) 397,985 shares subject to currently outstanding options
    pursuant to the Management Stock Option Agreement, dated June 5, 1996, by
    and between Guitar Center, Inc. and Marty Albertson, as Amended (the
    "Albertson Agreement"); and (iv) 397,985 shares subject to currently
    outstanding options pursuant to the Management Stock Option Agreement,
    dated June 5, 1996, by and between Guitar Center, Inc. and Larry Thomas, as
    Amended (the "Thomas Agreement").
(2) For purposes of computing the registration fee only.  Pursuant to Rule
    457(h), the Proposed Maximum Offering Price Per Share is based upon (i) the
    exercise price per share ($10.89) of outstanding options for the purchase
    of the 713,782 shares under the 1996 Plan; (ii) the exercise price per
    share ($10.89) of outstanding options for the purchase of the 397,985
    shares under the Albertson Agreement; (iii) the exercise price per share
    ($10.89) of outstanding options for the purchase of the 397,985 shares
    under the Thomas Agreement; and (iv) the average of the high and low prices
    for the Company's Common Stock on the Nasdaq National Market on April 24,
    1997 ($14.0625), for the 875,000 shares authorized for issuance under the
    1997 Plan.

                                  Page 2 of 12 pages
                           Exhibit Index appears on Page 8
PART I

Item 1.  Plan Information

         Not required to be filed with this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information

         Not required to be filed with this Registration Statement.

                                       PART II

Item 3.  Incorporation of Documents by Reference

         The registrant, Guitar Center, Inc., a Delaware corporation (the
"Company"), hereby incorporates the following documents in this Registration
Statement by reference:

         A.   The Company's Prospectus, dated March 13, 1997, filed with the
              Securities and Exchange Commission (the "Commission") pursuant to
              Rule 424(b) of the Securities Act of 1933, as amended (the
              "Securities Act"), on March 14, 1997;

         B.   The Company's Annual Report on Form 10-K for the year ended
              December 31, 1996; and

         C.   Description of the Company's Common Stock contained in the
              Registration Statement on Form S-1 filed with the Commission
              pursuant to the Act, on January 31, 1997, and amended by
              Amendment No. 1 thereto filed with the Commission on February 20,
              1997 and Amendment No. 2 thereto filed with the Commission on
              March 10, 1997.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (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, are incorporated by reference in this registration statement
and are a part hereof from the date of filing 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

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

                                  Page 3 of 12 pages
Item 6.  Indemnification of Directors and Officers

         Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") gives Delaware corporations broad powers to indemnify their present
and former directors and officers against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with threatened, pending or completed actions, suits or
proceedings to which they are parties or are threatened to be made parties by
reason of being or having been such directors or officers, subject to specified
conditions and exclusions; gives a director or officer who successfully defends
an action the right to be so indemnified; and permits a corporation to buy
directors' and officers' liability insurance.  Such indemnification is not
exclusive of any other rights to which those indemnified may be entitled under
any by-law, agreement, vote of stockholders or otherwise.

         The Certificate of Incorporation provides that, to the fullest extent
permitted by the Delaware Law, directors of the Company shall not be liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director.  Under the Delaware Law, a director's liability to the
Company or its stockholders may not be limited or eliminated (i) for any breach
of the director's duty of loyalty to the Company or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) with respect to certain unlawful dividend
payments, stock redemptions or repurchases, or (iv) for any transaction from
which the director derived an improper personal benefit.  This provision, in
effect, eliminates the rights of the Company and its stockholders (through
stockholders' derivative suits on behalf of the Company) to recover monetary
damages from a director for breach of his or her fiduciary duty of care as a
director, except in the situations set forth in clauses (i) through (iv) above. 
In addition, the Certificate of Incorporation does not alter the liability of
directors under federal securities laws, and does not limit or eliminate the
rights of the Company or any stockholder to seek non-monetary relief, such as an
injunction or rescission, in the vent of a breach in a director's duty of care. 
The Certificate of Incorporation requires the Company to indemnify all directors
and officers of the Company to the fullest extent permitted by law.  The Bylaws
also require the Company to indemnify and advance indemnification expenses to
the Company's officers and directors.  The Company has entered into agreements
to provide indemnification for the Company's directors and executive officers in
addition to the indemnification permitted by the Certificate of Incorporation. 
These agreements, among other things, will indemnify the Company's directors and
executive officers of certain expenses (including attorney's fees), and all
losses, claims, liabilities, judgments, fines and settlement amounts incurred by
such person arising out of or in connection with such person's service as a
director or officer of the Company to the fullest extent permitted by applicable
laws.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

4.1           The Company's Amended and Restated 1996 Performance Stock Option
              Plan (Incorporated by reference to Exhibit 10.5 of the Company's
              Registration Statement No. 333-20931).

4.2           Employment Agreement dated June 5, 1996 between the Company and
              Bruce Ross, as amended (Incorporated by reference to Exhibit 10.7
              of the Company's Registration Statement No. 333-20931).

4.3           Employment Agreement dated June 5, 1996 between the Company and
              Barry Soosman, as amended (Incorporated by reference to Exhibit
              10.9 of the Company's Registration Statement No. 333-20931).

                                  Page 4 of 12 pages
4.4           Management Stock Option Agreement dated June 5, 1996 by and
              between the Company and Lawrence Thomas (Incorporated by
              reference to Exhibit 10.16 of the Company's Registration
              Statement No. 333-10491).

4.5           Management Stock Option Agreement dated June 5, 1996 by and
              between the Company and Marty Albertson (Incorporated by
              reference to Exhibit 10.17 of the Company's Registration
              Statement No. 333-10491).

4.6           Stockholders Agreement dated June 5, 1996 among the Company, and
              the investors listed therein (Incorporated by reference to
              Exhibit 10.19 of the company's Registration Statement No.
              333-10491).

4.7           Amendment No. 1 to Amended and Restated 1996 Performance Stock
              Option Plan (Incorporated by reference to Exhibit 10.24 of the
              Company's Registration Statement No. 333-20931).

4.8           1997 Equity Participation Plan (Incorporated by reference to
              Exhibit 10.26 of the Company's Registration Statement No.
              333-20931).

4.9           Modification to Amended and Restated 1996 Performance Stock
              Option Plan (Incorporated by reference to Exhibit 10.28 of the
              Company's Registration Statement No. 333-20931).

4.10          Amendment No. 2 to the Amended and Restated 1996 Performance
              Stock Option Plan (Incorporated by reference to Exhibit 10.30 of
              the Company's Registration Statement No. 333-20931).

4.11          Amendment No. 1 to Management Stock Option Agreement dated as of
              October 15, 1996 between the Company and Larry Thomas
              (Incorporated by reference to Exhibit 10.21 contained in
              Registration Statement No. 333-10491).

4.12          Amendment No. 1 to Management Stock Option Agreement dated as of
              October 15, 1996 between the Company and Marty Albertson
              (Incorporated by reference to Exhibit 10.22 contained in
              Registration Statement No. 333-10491).

5.1           Opinion of Latham & Watkins as to the legality of the shares
              being registered.

23.1          Consent of KPMG Peat Marwick LLP, the Company's independent
              auditors.

23.2          Consent of Ernst & Young LLP

23.3          Consent of Latham & Watkins (included in Exhibit 5.1 hereto).

24.1          Powers of Attorney (included on page 8).

                                  Page 5 of 12 pages
Item 9.  Undertakings

         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:

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

              (b)  To reflect in the prospectus any facts or events arising
         after the effective date of this 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;

              c)   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;

PROVIDED, HOWEVER, that paragraphs (1)(a) and (1)(b) shall not apply to
information contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Sections 13 or 15(d) of the Exchange
Act that are incorporated by reference in this 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.

         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 Sections 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 this 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.

    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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the 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 Securities Act and will be governed by the final
adjudication of such issue.

                                  Page 6 of 12 pages
SIGNATURES

    Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and 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 25th day of
April, 1997.

                   
                                  GUITAR CENTER, INC.

                                  By:   /S/ LARRY THOMAS
                                       -----------------------------
                                       Larry Thomas
                                       President and
                                       Chief Executive Officer

                                  POWER OF ATTORNEY

    Each person whose signature appears below constitutes and appoints Larry
Thomas, Marty Albertson and Bruce Ross, and each or any of them, his true and
lawful attorney-in-fact and agents, 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 Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and 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.

    Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in their capacities and
on the dates indicated.

    SIGNATURE                          TITLE                         DATE
    ---------                          -----                         ----

/S/ LARRY THOMAS             President, Chief Executive         April 25, 1997
------------------------     Officer and Director
Larry Thomas                                                    
                             
/S/ BRUCE ROSS               Vice President, Chief              April 25, 1997
------------------------     Financial Officer and  Secretary
Bruce Ross

/S/ MARTY ALBERTSON          Executive Vice President,          April 25, 1997
------------------------     Chief Operating Officer 
Marty Albertson              and Director

                             Director                           April __, 1997
------------------------
Raymond Scherr

/S/ DAVID FERGUSON           Director                           April 25, 1997
------------------------
David Ferguson

/S/ JEFFREY WALKER           Director                           April 25, 1997
------------------------                   
Jeffrey Walker

/S/ MICHAEL LAZARUS          Director                           April 25, 1997
------------------------
Michael Lazarus

/S/ STEVEN BURGE             Director                           April 25, 1997
------------------------
Steven Burge

                                  Page 7 of 12 pages
INDEX TO EXHIBITS
EXHIBIT                                                                     PAGE
-------                                                                     ----

4.1      The Company's Amended and Restated 1996 Performance Stock Option Plan
         (Incorporated by reference to Exhibit 10.5 of the Company's
         Registration Statement No. 333-20931).

4.2      Employment Agreement dated June 5, 1996 between the Company and Bruce
         Ross, as amended (Incorporated by reference to Exhibit 10.7 of the
         Company's Registration Statement No. 333-20931).

4.3      Employment Agreement dated June 5, 1996 between the Company and Barry
         Soosman, as amended (Incorporated by reference to Exhibit 10.9 of the
         Company's Registration Statement No. 333-20931).

4.4      Management Stock Option Agreement dated June 5, 1996 by and between
         the Company and Lawrence Thomas (Incorporated by reference to Exhibit
         10.16 of the Company's Registration Statement No. 333-10491).

4.5      Management Stock Option Agreement dated June 5, 1996 by and between
         the Company and Marty Albertson (Incorporated by reference to Exhibit
         10.17 of the Company's Registration Statement No. 333-10491).

4.6      Stockholders Agreement dated June 5, 1996 among the Company, and the
         investors listed therein (Incorporated by reference to Exhibit 10.19
         of the company's Registration Statement No. 333-10491).

4.7      Amendment No. 1 to Amended and Restated 1996 Performance Stock Option
         Plan (Incorporated by reference to Exhibit 10.24 of the Company's
         Registration Statement No. 333-20931).

4.8      1997 Equity Participation Plan (Incorporated by reference to Exhibit
         10.26 of the Company's Registration Statement No. 333-20931).

4.9      Modification to Amended and Restated 1996 Performance Stock Option
         Plan (Incorporated by reference to Exhibit 10.28 of the Company's
         Registration Statement No. 333-20931).

4.10     Amendment No. 2 to the Amended and Restated 1996 Performance Stock
         Option Plan (Incorporated by reference to Exhibit 10.30 of the
         Company's Registration Statement No. 333-20931).

4.11     Amendment No. 1 to Management Stock Option Agreement dated as of
         October 15, 1996 between the Company and Larry Thomas (Incorporated by
         reference to Exhibit 10.21 contained in Registration Statement No.
         333-10491).

4.12     Amendment No. 1 to Management Stock Option Agreement dated as of
         October 15, 1996 between the Company and Marty Albertson (Incorporated
         by reference to Exhibit 10.22 contained in Registration Statement No.
         333-10491).

*5.1     Opinion of Latham & Watkins as to the legality of the shares being
         registered.
    

                                  Page 8 of 12 pages
*23.1    Consent of KPMG Peat Marwick LLP, the Company's independent auditors.
      
*23.2    Consent of Ernst & Young LLP

*23.3    Consent of Latham & Watkins (included in Exhibit 5.1 hereto).
     
*24.1    Powers of Attorney (included on page 8).
          
------------------------
* Filed herewith

                                  Page 9 of 12 pages