As filed with the Securities and Exchange Commission on August 28, 2000

                                                     Registration No. 333-______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

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



                          MUSICLAND STORES CORPORATION
             (Exact name of registrant as specified in its charter)



             Delaware                                   41-1623376
   (State or other jurisdiction                      (I.R.S. Employer
 of incorporation or organization)                  Identification No.)

             10400 Yellow Circle Drive, Minnetonka, Minnesota 55343
            (Address of Principal Executive Offices)      (Zip Code)


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

                          MUSICLAND STORES CORPORATION
                            1998 STOCK INCENTIVE PLAN
                             (Full title of the plan)

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


          Heidi M. Hoard, Vice President, General Counsel and Secretary
                          Musicland Stores Corporation
                            10400 Yellow Circle Drive
                           Minnetonka, Minnesota 55343
                     (Name and address of agent for service)

                                 (952) 931-8025
          (Telephone number, including area code, of agent for service)


                             ----------------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
<S>                   <C>             <C>                 <C>                 <C>
--------------------  --------------  ------------------  ------------------  --------------
      Title of         Amount to be    Proposed maximum    Proposed maximum      Amount of
    securities to       registered      Offering price    Aggregate offering   registration
    be registered                        per share (1)        Price (1)            fee
--------------------  --------------  ------------------  ------------------  --------------
    Common Stock,        2,200,000
   $.01 par value         shares            $7.1875         $15,812,500.00       $4,174.50
--------------------  --------------  ------------------  ------------------  --------------
</TABLE>

(1) Estimated  solely for the purposes of calculating  the  registration  fee in
accordance  with Rule 457 based  upon the  average of the high and low prices of
the Common Stock as reported on the New York Stock Exchange on August 24, 2000.

         If any of the  Securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933, check the following box.  X
                                                 ---


                                       1

<PAGE>



            INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT

      The contents of  Registration  Statement  on Form S-8 (SEC No.  333-68275)
filed December 2, 1998, are incorporated herein by reference.

                        SIGNATURES AND POWER OF ATTORNEY

      Pursuant to the requirements of the Securities Act of 1933, 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 Minnetonka, State of Minnesota, on August 28, 2000.

                                          MUSICLAND STORES CORPORATION



                                          BY:  /s/ Jack W. Eugster
                                              --------------------------------
                                               Jack W. Eugster
                                               Chairman, Chief Executive Officer
                                                  and President

                               POWER OF ATTORNEY

      KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
hereby  constitutes  and  appoints  Keith A.  Benson,  Heidi M. Hoard and Andrea
Hageman Snook,  and each of them,  his or her true and lawful  attorneys-in-fact
and agents,  with full power of substitution and  resubstitution  for him or her
and in his or her name, place, and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement on Form S-8,  including  any amendment  increasing  or decreasing  the
amount of securities for which  registration is being sought or any registration
statement for the same offering  filed in accordance  with Rule 462(b) under the
Securities Act of 1933,  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, and each of them,
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 or she 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  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

         NAME                           TITLE                         DATE


/s/ Jack W. Eugster     Chairman of the Board, Chief Executive   August 28, 2000
----------------------- Officer and  President and Director
Jack W. Eugster         (Principal Executive Officer)


/s/ Keith A. Benson     Vice Chairman and Chief Financial        August 28, 2000
----------------------- Officer and Director
Keith A. Benson         (Principal Financial and Accounting Officer)


                                       2

<PAGE>


/s/ Gilbert L. Wachsman Vice Chairman and Director               August 28, 2000
-----------------------
Gilbert L. Wachsman


/s/ Kenneth F. Gorman   Director                                 August 25, 2000
-----------------------
Kenneth F. Gorman


/s/ William A. Hodder   Director                                 August 24, 2000
-----------------------
William A. Hodder


/s/ Josiah O. Low III   Director                                 August 24, 2000
-----------------------
Josiah O. Low III


/s/ Terry T. Saario     Director                                 August 24, 2000
-----------------------
Terry T. Saario


/s/ Tom F. Weyl         Director                                 August 24, 2000
-----------------------
Tom F. Weyl


/s/ Michael W. Wright   Director                                 August 24, 2000
-----------------------
Michael W. Wright


                                       3
<PAGE>

                                 EXHIBIT INDEX


EXHIBIT NO.        DESCRIPTION OF EXHIBIT                               PAGE NO.


5                  Opinion of Counsel                                     5-6

23.1               Consent of Counsel (included in Exhibit 5)             5-6

23.2               Consent of Independent Public Accountants               7

24                 Powers of Attorney from Messrs. Eugster, Benson,
                   Wachsman, Gorman, Hodder, Low, Weyl, Wright and
                   Ms. Saario (included on signature page)                2-3


                                       4
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 7996}]
{"company-data": {"conformed-name": "MUSICLAND STORES CORP", "cik": "0000832995", "assigned-sic": "5731", "irs-number": "411623376", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44682", "film-number": "711495"}, "business-address": {"street1": "10400 YELLOW CIRCLE DR", "city": "MINNETONKA", "state": "MN", "zip": "55343", "phone": "6129318000"}, "mail-address": {"street1": "10400 YELLOW CIRCLE DR", "city": "MINNETONKA", "state": "MN", "zip": "55343"}}
As filed with the Securities and Exchange Commission on August 28, 2000

                                                     Registration No. 333-______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

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

                          MUSICLAND STORES CORPORATION
             (Exact name of registrant as specified in its charter)

             Delaware                                   41-1623376
   (State or other jurisdiction                      (I.R.S. Employer
 of incorporation or organization)                  Identification No.)

             10400 Yellow Circle Drive, Minnetonka, Minnesota 55343
            (Address of Principal Executive Offices)      (Zip Code)

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

                          MUSICLAND STORES CORPORATION
                            1998 STOCK INCENTIVE PLAN
                             (Full title of the plan)

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

          Heidi M. Hoard, Vice President, General Counsel and Secretary
                          Musicland Stores Corporation
                            10400 Yellow Circle Drive
                           Minnetonka, Minnesota 55343
                     (Name and address of agent for service)

                                 (952) 931-8025
          (Telephone number, including area code, of agent for service)

                             ----------------------
CALCULATION OF REGISTRATION FEE
--------------------  --------------  ------------------  ------------------  --------------
      Title of         Amount to be    Proposed maximum    Proposed maximum      Amount of
    securities to       registered      Offering price    Aggregate offering   registration
    be registered                        per share (1)        Price (1)            fee
--------------------  --------------  ------------------  ------------------  --------------
    Common Stock,        2,200,000
   $.01 par value         shares            $7.1875         $15,812,500.00       $4,174.50
--------------------  --------------  ------------------  ------------------  --------------
(1) Estimated  solely for the purposes of calculating  the  registration  fee in
accordance  with Rule 457 based  upon the  average of the high and low prices of
the Common Stock as reported on the New York Stock Exchange on August 24, 2000.

         If any of the  Securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933, check the following box.  X
                                                 ---

                                       1
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT

      The contents of  Registration  Statement  on Form S-8 (SEC No.  333-68275)
filed December 2, 1998, are incorporated herein by reference.

                        SIGNATURES AND POWER OF ATTORNEY

      Pursuant to the requirements of the Securities Act of 1933, 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 Minnetonka, State of Minnesota, on August 28, 2000.

                                          MUSICLAND STORES CORPORATION

                                          BY:  /s/ Jack W. Eugster
                                              --------------------------------
                                               Jack W. Eugster
                                               Chairman, Chief Executive Officer
                                                  and President

                               POWER OF ATTORNEY

      KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
hereby  constitutes  and  appoints  Keith A.  Benson,  Heidi M. Hoard and Andrea
Hageman Snook,  and each of them,  his or her true and lawful  attorneys-in-fact
and agents,  with full power of substitution and  resubstitution  for him or her
and in his or her name, place, and stead, in any and all capacities, to sign any
and all amendments  (including  post-effective  amendments) to this Registration
Statement on Form S-8,  including  any amendment  increasing  or decreasing  the
amount of securities for which  registration is being sought or any registration
statement for the same offering  filed in accordance  with Rule 462(b) under the
Securities Act of 1933,  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, and each of them,
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 or she 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  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

         NAME                           TITLE                         DATE

/s/ Jack W. Eugster     Chairman of the Board, Chief Executive   August 28, 2000
----------------------- Officer and  President and Director
Jack W. Eugster         (Principal Executive Officer)

/s/ Keith A. Benson     Vice Chairman and Chief Financial        August 28, 2000
----------------------- Officer and Director
Keith A. Benson         (Principal Financial and Accounting Officer)

                                       2
/s/ Gilbert L. Wachsman Vice Chairman and Director               August 28, 2000
-----------------------
Gilbert L. Wachsman

/s/ Kenneth F. Gorman   Director                                 August 25, 2000
-----------------------
Kenneth F. Gorman

/s/ William A. Hodder   Director                                 August 24, 2000
-----------------------
William A. Hodder

/s/ Josiah O. Low III   Director                                 August 24, 2000
-----------------------
Josiah O. Low III

/s/ Terry T. Saario     Director                                 August 24, 2000
-----------------------
Terry T. Saario

/s/ Tom F. Weyl         Director                                 August 24, 2000
-----------------------
Tom F. Weyl

/s/ Michael W. Wright   Director                                 August 24, 2000
-----------------------
Michael W. Wright

                                       3
EXHIBIT INDEX

EXHIBIT NO.        DESCRIPTION OF EXHIBIT                               PAGE NO.

5                  Opinion of Counsel                                     5-6

23.1               Consent of Counsel (included in Exhibit 5)             5-6

23.2               Consent of Independent Public Accountants               7

24                 Powers of Attorney from Messrs. Eugster, Benson,
                   Wachsman, Gorman, Hodder, Low, Weyl, Wright and
                   Ms. Saario (included on signature page)                2-3

                                       4