FORM OF
                       NOTICE OF GUARANTEED DELIVERY FOR
                           THE MUSICLAND GROUP, INC.
 
    This form or one substantially equivalent thereto must be used to accept the
Exchange Offer of The Musicland Group, Inc. (the "Company") made pursuant to the
Prospectus, dated            , 1998 (the "Prospectus") , and the enclosed Letter
of Transmittal (the "Letter of Transmittal") if certificates for Old Notes of
the Company are not immediately available or if the procedure for book-entry
transfer cannot be completed on a timely basis or time will not permit all
required documents to reach the Company prior to 5:00 P.M., Eastern Standard
Time, on the Expiration Date of the Exchange Offer. Such form may be delivered
or transmitted by facsimile transmission, mail or hand delivery to
                     (the "Exchange Agent") as set forth below. In addition, in
order to utilize the guaranteed delivery procedure to tender Old Notes pursuant
to the Exchange Offer, a completed signed and dated Letter of Transmittal (or
facsimile thereof) must also be received by the Exchange Agent prior to 5:00
P.M., Eastern Standard Time, on the Expiration Date. Capitalized terms not
defined herein are defined in the Prospectus.
 
                        By Registered or Certified Mail,
                       By Overnight Courier, or By Hand:
                                  Bank One, NA
                             235 West Schrock Road
                            Westerville, Ohio 43081
 
                     Attention: Corporate Trust Operations
                          By Facsimile: (614) 248-5088
                           Telephone: (800) 346-5153
 
    Delivery of this instrument to an address other than as set forth above, or
transmission of instructions via facsimile other than as set forth above, will
not constitute a valid delivery.
 
Ladies and Gentlemen:
 
    Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Company the principal amount of Old Notes set forth below, pursuant to the
guaranteed delivery procedure described in "The Exchange Offer Guaranteed
Delivery Procedures" section of the Prospectus.
 

                                            
Principal Amount of Old Notes Tendered:
 
$                                              If Old Notes will be delivered by book entry
                                               transfer to The Depository Trust Company,
                                               provide account number.
 
Certificate Nos. (if available
 
Total Principal Amount Represented by old
Notes Certificate (s):
 
$                                              Account Number

 

    All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned any every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.
 

                                    
                              PLEASE SIGN HERE
 
Signature(s) of Owner(s)
or Authorized Signatory
Area Code and Telephone Number:

 
    Must be signed by the holder(s) of Old Notes as the name(s) of such
holder(s) appear(s) on the Old Notes certificates or on a security position
listing, or by person(s) authorized to become registered holder(s) by
endorsement and documents transmitted with this Notice of Guaranteed Delivery.
If any signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below.
 

                        
                           Please print name(s) and address(s)
 
Name(s):
 
Capacity:                                     Address(es)

 
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                                   GUARANTEE
 
    The undersigned, a member of a registered national securities exchange, or a
member of the National Association of Securities Dealers, Inc., or a commercial
bank or trust company having an office or correspondent in the United States,
hereby guarantees that the certificates representing the principal amount of Old
Notes tendered hereby in proper form for transfer, or timely confirmation of the
book-entry transfer of such Old Notes into the Exchange Agent's account at The
Depository Trust Company pursuant to the procedures set forth in "The Exchange
Offer--Guaranteed Delivery Procedures" section of the Prospectus, together with
a properly completed and duly executed Letter of Transmittal (or facsimile
thereof) with any required signature guarantee and any other documents required
by the Letter of Transmittal, will be received by the Exchange Agent at the
address set forth above, no later than five business days after the date of
execution hereof.
 
________________________________________________________________________________
 

                             
Name of Firm                    Authorized Signature
 
Address                         Title
 
                                Zip Code (Please Type or Print)
Area Code and Tel. No.          Dated:

 
NOTE:  DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
       OLD NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL


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