As filed with the Securities and Exchange Commission on December 2, 1998

                       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, including zip code, of Registrant's Principal Executive Offices)

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

                          MUSICLAND STORES CORPORATION
                            1998 STOCK INCENTIVE PLAN
                           
                            -----------------------


          Heidi M. Hoard, Vice President, General Counsel and Secretary
                          Musicland Stores Corporation
                            10400 Yellow Circle Drive
                           Minnetonka, Minnesota 55343
                                 (612) 931-8025
 (Name, address, including zip code, and 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,         2,000,000
  $.01 par value          shares           $14.0625         $28,125,000.00      $8,296.88
--------------------  --------------  -----------------  ------------------  --------------
</TABLE>

(1) Estimated  solely for the purposes of calculating  the  registration  fee in
accordance  with Rule 457 based upon $14.0625,  the  average of the high and low
prices reported on the New York Stock Exchange on December 1, 1998.



<PAGE>


                                     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:
         (a)  Annual Report on Form  10-K  (Commission File  No. 1-11014), filed
March 13, 1998, for the fiscal year ended December 31, 1997;
         (b) Quarterly Report on Form 10-Q (Commission File No. 1-11014),  filed
May 12, 1998, for the quarterly period ended March 31, 1998;
         (c) Quarterly Report on Form 10-Q (Commission File No. 1-11014),  filed
August 12, 1998, for the quarterly period ended June 30, 1998;
         (d) Quarterly Report on Form 10-Q (Commission File No. 1-11014),  filed
November 13, 1998, for the quarterly period ended September 30, 1998; and
         (e) The description of the  Registrant's  common stock contained in the
Registrant's  Form S-1  Registration  Statement  (Commission  File No. 33-35774)
covering common stock initially filed on July 6, 1990 which was  incorporated by
reference in the Registrant's Form 8-A Registration  Statement  (Commission File
No. 1-11014) filed on January 16, 1992.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the Securities  Exchange Act of 1934,  subsequent to the
date  hereof  and  prior to the  filing  of a  post-effective  amendment  to the
registration  statement  which  indicates that all of the shares of common stock
offered have been sold or which  deregisters  all of such shares then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  registration
statement  and to be a part hereof from the  respective  dates 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.

         Not applicable.

Item 5.   Interests of Named Experts and Counsel.

         Not applicable.


Item 6.   Indemnification of Directors and Officers.

         The Registrant's  Restated  Certificate of Incorporation  provides that
the Registrant  shall  indemnify to the fullest extent  permitted by the General
Corporation  Law of the  State of  Delaware  ("Delaware  Law") any  director  or
officer  who is or  was a  party  to  any  civil,  criminal,  administrative  or
investigative  suit or proceeding by reason of the fact that he or she is or was
a director or officer of the Company or is or was serving  another  corporation,
partnership,  joint  venture,  trust or other  enterprise  at the request of the
Company including service with respect to employee benefit plans;  provided that
the Company shall  indemnify any person seeking  indemnity in connection with an
action (or part  thereof)  initiated  by such person only if the action (or part
thereof) was authorized by

                                       2
<PAGE>

the Board of Directors. In addition, the Company may, by  action by the Board of
Directors, provide indemnification to employees and agents  with the same  scope
and effect as the foregoing indemnification of directors and officers.

      Under Section 145 of Delaware Law, a corporation may indemnify a director,
officer, employee or agent of the corporation (or other entity if such person is
serving  in  such  capacity  at  the  corporation's  request)  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually  and  reasonably  incurred  by him if he acted in good  faith  and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation  and, with respect to any criminal action or proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  In the case of an action
brought by or in the right of a  corporation,  the  corporation  may indemnify a
director, officer, employee or agent of the corporation (or other entity if such
person  is  serving  in such  capacity  at the  corporation's  request)  against
expenses (including  attorneys' fees) actually and reasonably incurred by him if
he acted in good faith and in a manner he  reasonably  believed to be in, or not
opposed   to,  the  best   interests   of  the   corporation,   except  that  no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless a court  determines  that,  despite the  adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to  indemnification  for such  expenses as the court shall deem proper.
Expenses  (including  attorneys'  fees)  incurred  by an officer or  director in
defending any civil,  criminal,  administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action,  suit or proceeding  upon receipt of an undertaking by or on behalf
of such  director  or  officer to repay such  amount if it shall  ultimately  be
determined that he is not entitled to be indemnified by the corporation.

      Policies  of  insurance  are  maintained  by the  Registrant  under  which
directors  and officers of the  Registrant  are  insured,  within the limits and
subject  to the  limitations  of  the  policies,  against  certain  expenses  in
connection  with the  defense of  actions,  suits or  proceedings,  and  certain
liabilities  which  might be  imposed  as a  result  of such  actions,  suits or
proceedings,  to which  they are  parties  by reason  of being or having  been a
director or officer.

      The Registrant's  Restated Certificate of Incorporation  provides that, to
the  fullest  extent  permitted  by the  Delaware  Law,  no  director  shall  be
personally  liable to the Company or its  stockholders  for monetary damages for
breach of fiduciary duty as a director,  except for liability (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 that involve intentional  misconduct or a
knowing  violation of law,  (iii) pursuant to Section 174 of the Delaware Law or
(iv) for any transaction from which the director  derived any improper  personal
benefit.


Item 7.   Exemption from Registration Claimed.

         Not applicable


Item 8. Exhibits.

         The following Exhibits are a part of this Registration Statement.


                                       3
<PAGE>


      Exhibit No.
      -----------


      5           Opinion of Linda Alsid Ruehle, Assistant General Counsel
      23.1        Consent of Arthur Andersen LLP, Independent Public Accountants
      23.2        Consent of Counsel (included in Exhibit 5)
      24          Powers of Attorney (included on Signature Pages)


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 of 1933;

                (ii) 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 this Registration Statement;

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

                provided,  however,  that paragraphs (i) and (ii) above will not
         apply if the information required by those paragraphs to be included in
         a  post-effective  amendment is contained in periodic  reports filed by
         the  Registrant  pursuant  to  Section  13  or  Section  15(d)  of  the
         Securities  Exchange Act of 1934 that are  incorporated by reference in
         this Registration Statement.

           (2) That,  for the purpose of  determining  any  liability  under the
Securities Act of 1933, 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 of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 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.

      *(h)  Insofar  as  indemnification   for  liabilities  arising  under  the
Securities Act of 1933 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
Registrant of expenses  incurred or paid by a director,  officer or  controlling

                                       4

<PAGE>

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.

------------------------------------
      * Paragraph references correspond to those of Item 512 of Regulation S-K


                                   SIGNATURES

      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 Minnetonka, Minnesota, as of the 30th day of November, 1998.

                                         MUSICLAND STORES CORPORATION



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


                                POWER OF ATTORNEY

      Each person whose individual  signature  appears below hereby  constitutes
and appoints Keith A. Benson,  Heidi M. Hoard and Linda Alsid Ruehle,  or any of
them,  as  his/her  true  and  lawful  attorney(s)-in-fact  with  full  power of
substitution  to execute in the name and on behalf of such person,  individually
and in each capacity  stated below,  and to file,  any and all amendments to the
Registration Statement, including any and all post-effective amendments.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.

      /s/ Jack W. Eugster                             Date:    November 30, 1998
      --------------------
          Jack W. Eugster
      Chairman of the Board, President
      and Chief Executive Officer and Director
      (Principal Executive Officer)

      /s/  Keith A. Benson                            Date:    November 30, 1998
      --------------------
         Keith A. Benson
      Vice Chairman and CFO and Director
      (Principal Financial and Accounting Officer)

                                       5

<PAGE>


      /s/  Gilbert L. Wachsman                        Date:    November 30, 1998
      ------------------------
         Gilbert L. Wachsman
      Vice Chairman and Director

      /s/  Kenneth F. Gorman                          Date:    November 30, 1998
      ----------------------
         Kenneth F. Gorman
         Director

      /s/ William A. Hodder                           Date:    November 30, 1998
      ---------------------
         William A. Hodder
         Director

      /s/ Josiah O. Low III                           Date:    December  1, 1998
      ---------------------
         Josiah O. Low III
         Director

      /s/ Terry T. Saario                             Date:    November 30, 1998
      -------------------
         Terry T. Saario
         Director

      /s/ Tom F. Weyl                                 Date:    November 30, 1998
      ---------------
         Tom F. Weyl
         Director

      /s/ Michael W. Wright                           Date:    November 30, 1998
      ---------------------
         Michael W. Wright
         Director





                                       6
<PAGE>


                                INDEX TO EXHIBITS


     
Exhibit No.   Description                                               Page No.
-----------   -----------                                               --------
5             Opinion of Linda Alsid Ruehle, Assistant General             
              Counsel                                                      8


23.1          Consent of Counsel (included in Exhibit 5)                   8    


23.2          Consent of Arthur Andersen LLP, Independent Public
              Accountants                                                  9


24            Powers of Attorney (included on signature page)              5


                       
                                        7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18245}]
{"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": "333-68275", "film-number": "98763160"}, "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 December 2, 1998

                       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, including zip code, of Registrant's Principal Executive Offices)

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

                          MUSICLAND STORES CORPORATION
                            1998 STOCK INCENTIVE PLAN
                           
                            -----------------------

          Heidi M. Hoard, Vice President, General Counsel and Secretary
                          Musicland Stores Corporation
                            10400 Yellow Circle Drive
                           Minnetonka, Minnesota 55343
                                 (612) 931-8025
 (Name, address, including zip code, and 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,         2,000,000
  $.01 par value          shares           $14.0625         $28,125,000.00      $8,296.88
--------------------  --------------  -----------------  ------------------  --------------
(1) Estimated  solely for the purposes of calculating  the  registration  fee in
accordance  with Rule 457 based upon $14.0625,  the  average of the high and low
prices reported on the New York Stock Exchange on December 1, 1998.
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:
         (a)  Annual Report on Form  10-K  (Commission File  No. 1-11014), filed
March 13, 1998, for the fiscal year ended December 31, 1997;
         (b) Quarterly Report on Form 10-Q (Commission File No. 1-11014),  filed
May 12, 1998, for the quarterly period ended March 31, 1998;
         (c) Quarterly Report on Form 10-Q (Commission File No. 1-11014),  filed
August 12, 1998, for the quarterly period ended June 30, 1998;
         (d) Quarterly Report on Form 10-Q (Commission File No. 1-11014),  filed
November 13, 1998, for the quarterly period ended September 30, 1998; and
         (e) The description of the  Registrant's  common stock contained in the
Registrant's  Form S-1  Registration  Statement  (Commission  File No. 33-35774)
covering common stock initially filed on July 6, 1990 which was  incorporated by
reference in the Registrant's Form 8-A Registration  Statement  (Commission File
No. 1-11014) filed on January 16, 1992.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the Securities  Exchange Act of 1934,  subsequent to the
date  hereof  and  prior to the  filing  of a  post-effective  amendment  to the
registration  statement  which  indicates that all of the shares of common stock
offered have been sold or which  deregisters  all of such shares then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  registration
statement  and to be a part hereof from the  respective  dates 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.

         Not applicable.

Item 5.   Interests of Named Experts and Counsel.

         Not applicable.

Item 6.   Indemnification of Directors and Officers.

         The Registrant's  Restated  Certificate of Incorporation  provides that
the Registrant  shall  indemnify to the fullest extent  permitted by the General
Corporation  Law of the  State of  Delaware  ("Delaware  Law") any  director  or
officer  who is or  was a  party  to  any  civil,  criminal,  administrative  or
investigative  suit or proceeding by reason of the fact that he or she is or was
a director or officer of the Company or is or was serving  another  corporation,
partnership,  joint  venture,  trust or other  enterprise  at the request of the
Company including service with respect to employee benefit plans;  provided that
the Company shall  indemnify any person seeking  indemnity in connection with an
action (or part  thereof)  initiated  by such person only if the action (or part
thereof) was authorized by

                                       2
the Board of Directors. In addition, the Company may, by  action by the Board of
Directors, provide indemnification to employees and agents  with the same  scope
and effect as the foregoing indemnification of directors and officers.

      Under Section 145 of Delaware Law, a corporation may indemnify a director,
officer, employee or agent of the corporation (or other entity if such person is
serving  in  such  capacity  at  the  corporation's  request)  against  expenses
(including  attorneys'  fees),  judgments,  fines and amounts paid in settlement
actually  and  reasonably  incurred  by him if he acted in good  faith  and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation  and, with respect to any criminal action or proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  In the case of an action
brought by or in the right of a  corporation,  the  corporation  may indemnify a
director, officer, employee or agent of the corporation (or other entity if such
person  is  serving  in such  capacity  at the  corporation's  request)  against
expenses (including  attorneys' fees) actually and reasonably incurred by him if
he acted in good faith and in a manner he  reasonably  believed to be in, or not
opposed   to,  the  best   interests   of  the   corporation,   except  that  no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless a court  determines  that,  despite the  adjudication of liability but in
view of all the  circumstances of the case, such person is fairly and reasonably
entitled to  indemnification  for such  expenses as the court shall deem proper.
Expenses  (including  attorneys'  fees)  incurred  by an officer or  director in
defending any civil,  criminal,  administrative or investigative action, suit or
proceeding may be paid by the corporation in advance of the final disposition of
such action,  suit or proceeding  upon receipt of an undertaking by or on behalf
of such  director  or  officer to repay such  amount if it shall  ultimately  be
determined that he is not entitled to be indemnified by the corporation.

      Policies  of  insurance  are  maintained  by the  Registrant  under  which
directors  and officers of the  Registrant  are  insured,  within the limits and
subject  to the  limitations  of  the  policies,  against  certain  expenses  in
connection  with the  defense of  actions,  suits or  proceedings,  and  certain
liabilities  which  might be  imposed  as a  result  of such  actions,  suits or
proceedings,  to which  they are  parties  by reason  of being or having  been a
director or officer.

      The Registrant's  Restated Certificate of Incorporation  provides that, to
the  fullest  extent  permitted  by the  Delaware  Law,  no  director  shall  be
personally  liable to the Company or its  stockholders  for monetary damages for
breach of fiduciary duty as a director,  except for liability (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 that involve intentional  misconduct or a
knowing  violation of law,  (iii) pursuant to Section 174 of the Delaware Law or
(iv) for any transaction from which the director  derived any improper  personal
benefit.

Item 7.   Exemption from Registration Claimed.

         Not applicable

Item 8. Exhibits.

         The following Exhibits are a part of this Registration Statement.

                                       3
Exhibit No.
      -----------

      5           Opinion of Linda Alsid Ruehle, Assistant General Counsel
      23.1        Consent of Arthur Andersen LLP, Independent Public Accountants
      23.2        Consent of Counsel (included in Exhibit 5)
      24          Powers of Attorney (included on Signature Pages)

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 of 1933;

                (ii) 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 this Registration Statement;

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

                provided,  however,  that paragraphs (i) and (ii) above will not
         apply if the information required by those paragraphs to be included in
         a  post-effective  amendment is contained in periodic  reports filed by
         the  Registrant  pursuant  to  Section  13  or  Section  15(d)  of  the
         Securities  Exchange Act of 1934 that are  incorporated by reference in
         this Registration Statement.

           (2) That,  for the purpose of  determining  any  liability  under the
Securities Act of 1933, 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 of 1933, each filing of the
Registrant's  annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange  Act of 1934 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.

      *(h)  Insofar  as  indemnification   for  liabilities  arising  under  the
Securities Act of 1933 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
Registrant of expenses  incurred or paid by a director,  officer or  controlling

                                       4
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.

------------------------------------
      * Paragraph references correspond to those of Item 512 of Regulation S-K

                                   SIGNATURES

      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 Minnetonka, Minnesota, as of the 30th day of November, 1998.

                                         MUSICLAND STORES CORPORATION

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

                                POWER OF ATTORNEY

      Each person whose individual  signature  appears below hereby  constitutes
and appoints Keith A. Benson,  Heidi M. Hoard and Linda Alsid Ruehle,  or any of
them,  as  his/her  true  and  lawful  attorney(s)-in-fact  with  full  power of
substitution  to execute in the name and on behalf of such person,  individually
and in each capacity  stated below,  and to file,  any and all amendments to the
Registration Statement, including any and all post-effective amendments.

      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the dates indicated.

      /s/ Jack W. Eugster                             Date:    November 30, 1998
      --------------------
          Jack W. Eugster
      Chairman of the Board, President
      and Chief Executive Officer and Director
      (Principal Executive Officer)

      /s/  Keith A. Benson                            Date:    November 30, 1998
      --------------------
         Keith A. Benson
      Vice Chairman and CFO and Director
      (Principal Financial and Accounting Officer)

                                       5
/s/  Gilbert L. Wachsman                        Date:    November 30, 1998
      ------------------------
         Gilbert L. Wachsman
      Vice Chairman and Director

      /s/  Kenneth F. Gorman                          Date:    November 30, 1998
      ----------------------
         Kenneth F. Gorman
         Director

      /s/ William A. Hodder                           Date:    November 30, 1998
      ---------------------
         William A. Hodder
         Director

      /s/ Josiah O. Low III                           Date:    December  1, 1998
      ---------------------
         Josiah O. Low III
         Director

      /s/ Terry T. Saario                             Date:    November 30, 1998
      -------------------
         Terry T. Saario
         Director

      /s/ Tom F. Weyl                                 Date:    November 30, 1998
      ---------------
         Tom F. Weyl
         Director

      /s/ Michael W. Wright                           Date:    November 30, 1998
      ---------------------
         Michael W. Wright
         Director

                                       6
INDEX TO EXHIBITS

     
Exhibit No.   Description                                               Page No.
-----------   -----------                                               --------
5             Opinion of Linda Alsid Ruehle, Assistant General             
              Counsel                                                      8

23.1          Consent of Counsel (included in Exhibit 5)                   8    

23.2          Consent of Arthur Andersen LLP, Independent Public
              Accountants                                                  9

24            Powers of Attorney (included on signature page)              5

                       
                                        7