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                                                                   EXHIBIT 10.33

                 NOTICE OF PRO RATA REDEMPTION TO THE HOLDERS OF
                               GUITAR CENTER, INC.
                           11% SENIOR NOTES DUE 2006 


     NOTICE IS HEREBY GIVEN THAT Guitar Center, Inc. (the "COMPANY") recently 
consummated an initial public offering of its Common Stock.  The Company 
hereby notifies you that the Company will be exercising its option to use a 
portion of the net proceeds received from its initial public offering to 
redeem (the "REDEMPTION") $33,333,000 aggregate principal amount of its 11% 
Senior Notes due 2006 (the "NOTES") pursuant to the terms of Section 3.1 and 
3.4 of the indenture governing such Notes (the "INDENTURE") and pursuant to 
the terms of paragraph 5 of the Notes.  After such redemption (the 
"REDEMPTION"), there will be $66,667,000 aggregate principal amount of Notes 
outstanding.

     THE REDEMPTION.  The Depository Trust Company shall select the Notes to 
be redeemed on a PRO RATA basis from all holders of record on March 19, 1997. 
The Redemption will be effected on April 19, 1997 (the "REDEMPTION DATE").  

     PAYMENT OF THE REDEMPTION PRICE AND ACCRUED AND UNPAID INTEREST. 
Immediately prior to the Redemption Date, the Company will deposit with U.S. 
Trust Company of California, N.A., the trustee and paying agent under the 
Indenture (the "PAYING AGENT"), $1,100.00 for each Note (having a 
denomination of $1,000) that is being redeemed (the "REDEMPTION PRICE"), plus 
$33.00 representing all accrued and unpaid interest on each redeemed Note to 
the Redemption Date ("ACCRUED AND UNPAID INTEREST").  On the Redemption Date, 
the Paying Agent will pay to you the Redemption Price and Accrued and Unpaid 
Interest for each redeemed Note.

     Unless the Company defaults in its obligations to deposit cash with the 
Paying Agent in an amount to fund the payment of the Redemption Price and 
Accrued and Unpaid Interest in accordance with the terms of the Indenture or 
unless such payments are otherwise prohibited, interest on the Notes called 
for redemption ceases to accrue on and after the Redemption Date and the only 
remaining right of a holder of a Note being redeemed is such holder's right 
to receive payment of the Redemption Price and Accrued and Unpaid Interest.

     NEW CERTIFICATES FOR UNREDEEMED PORTION.  After the Redemption Date, the 
Company will issue a new certificate in the name of Cede & Co. to be held by 
the Paying Agent representing an aggregate principal amount of Notes equal to 
the unredeemed portion of Notes held by you.

The Notes called for redemption must be presented for payment at one of the 
following locations:

                                     BY HAND

                     U.S. Trust Company of California, N.A.
                   c/o United States Trust Company of New York
                            111 Broadway, Lower Level
                             Corporate Trust Window
                               New York, NY 10006

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                                     BY MAIL

                     U.S. Trust Company of California, N.A.
                   c/o U.S. Trust Company of California, N.A.
                                  P.O. Box 841
                              Peter Cooper Station
                             New York, NY 10276-0841


                               VIA OVERNIGHT MAIL

                     United States Trust Company of New York
                            770 Broadway, 13th Floor
                               New York, NY 10003
                     Attention:  Corporate Trust Operations

From and after April 19, 1997, interest on the Notes called for redemption 
will cease to accrue and be payable.

If you have any questions, please call 1 (800) 225-2398.

                    By:  GUITAR CENTER, INC.

                         U.S. TRUST COMPANY OF CALIFORNIA, N.A.
                         as Trustee, Registrar and Paying Agent

All holders submitting their Notes for redemption should also submit a 
completed Internal Revenue Service Form W-9.  Failure to provide a completed 
Form W-9 will result in a 31% back-up withholding to bondholders pursuant to 
Interest and Dividend Tax Compliance Act of 1983.

*This Cusip Number has been assigned to this issue by Standard & Poor's 
Corporation, and is included solely for hte convenience of the Certificate 
holders.  Neither Guitar Center, In., the Trustee or the Paying Agent shall 
be responsible for the selection or use of this Cusip Number nor is any 
representation made as to its correctness on the Notes or as indicated in any 
redemption notice.