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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                       
                                       
                                       
                                       
                                       
                                   FORM 8-K
                                       
                                       
                                       
                                       
                                CURRENT REPORT
                      Pursuant to Section 13 or 15(d) of
                      The Securities Exchange Act of 1934
                                       
                                       
                         Date of Report:  June 3, 1998
                       (Date of earliest event reported)
                                       
                                       
                              GUITAR CENTER, INC.
            (exact name of registrant as specified in its charter)
                                       

           DELAWARE                COMMISSION FILE:             95-4600862
(State or other jurisdiction of       000-22207             (I.R.S. Employer 
 incorporation or organization)                             Identification No.)
                                       
                                       
                                       
                                       
                              5155 CLARETON DRIVE
                           AGOURA HILLS, CALIFORNIA
         (Address of Principal executive offices, including zip code)
                                       
                                       
                                       
                                (818) 735-8800
             (Registrant's telephone number, including area code)
                                       
                                       
                                       
                                       
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ITEM 5.  OTHER EVENTS

          In connection with the Registration Statement on Form S-3 (File No. 
333-53269), the Company executed an underwriting agreement by and among the 
Company, Donaldson, Lufkin & Jenrette Securities Corporation and the Selling 
Stockholders (as defined therein) on June 3,1998, a copy of which is filed 
herewith as Exhibit 1.1 and incorporated herein by this reference.
     
                                 *  *  *  *  *



ITEM 7.  FINANCIAL STATEMENT AND EXHIBITS.


EXHIBIT                               
  NO.                           DESCRIPTION
- -------                         -----------

1.1         Underwriting Agreement dated June 3, 1998, by and
            among the Company, Donaldson, Lufkin & Jenrette
            Securities Corporation and the Selling Stockholders




                                  SIGNATURES
                                       
                                       
                                       
     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.
     
     
                              GUITAR CENTER, INC.



Date:  June 3, 1998           By   /s/ BRUCE ROSS
                                 ------------------------------------
                                 NAME:  Bruce Ross
                                 TITLE: Executive Vice President
                                        and Chief Financial Officer



                                 EXHIBIT INDEX




                                                     SEQUENTIALLY
EXHIBIT                                                NUMBERED
  NO.        DESCRIPTION                                 PAGE
- -------      -----------                             ------------
                                               
  1.1        Underwriting Agreement dated June    
             3, 1998, by and among the Company,
             Donaldson, Lufkin & Jenrette
             Securities Corporation and the
             Selling Stockholders