UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(Mark one)
 X      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
---     ACT OF 1934

For the fiscal year ended December 31, 1998
                                       OR
        TRANSITION  REPORT  PURSUANT  TO  SECTION 13 OR 15(d) OF THE  SECURITIES
---     EXCHANGE ACT OF 1934

For the transition period from       to         
                               -----    -----
Commission file number  333-50951

                            THE MUSICLAND GROUP, INC.
             (Exact name of Registrant as specified in its charter)

          Delaware                                      41-1307776
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)    

     10400 Yellow Circle Drive,
       Minnetonka, Minnesota                              55343
(Address of principal executive offices)                (Zip Code)

       Registrant's telephone number, including area code: (612) 931-8000

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  None

         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X  No
                                             ---   ---
         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained herein,  and will  not be contained,
to  the  best of  Registrant's  knowledge,  in  definitive  proxy or information
statements  incorporated  by  reference  in  Part  III  of this Form 10-K or any
amendment to this Form 10-K.  X   
                             ---  
         No shares of voting stock of the Registrant were held by  nonaffiliates
on March 12, 1999.

         The  Registrant  had 2,000,000  shares of common stock  outstanding  on
March 12, 1999.


                       DOCUMENTS INCORPORATED BY REFERENCE

         The annual  report on Form 10-K for the year ended  December  31, 1998,
filed  by  Musicland  Stores  Corporation   (Commission  file  number  1-11014),
including Year 2000  disclosures  and all exhibits,  is  incorporated  herein by
reference.

<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                            THE MUSICLAND GROUP, INC.
                                              (Registrant)

                                     By:      /s/ Jack W. Eugster               
                                        ----------------------------------------
                                         Jack W. Eugster, Chairman of the Board,
                                         President and Chief Executive Officer

                                   Date:      March 24, 1999                    
                                        ----------------------------------------
    
         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.
               
         Signature                       Capacity                     Date
         ---------                       --------                     ----  
                                Chairman of the Board, President
                                and Chief Executive Officer
 /s/ Jack W. Eugster            (principal executive officer)     March 24, 1999
----------------------------
     Jack W. Eugster

                                Vice Chairman, Chief Financial
                                Officer and Director
                                (principal financial and
 /s/ Keith A. Benson            accounting officer)               March 24, 1999
----------------------------
     Keith A. Benson

 /s/ Gilbert L. Wachsman        Vice Chairman and Director        March 24, 1999
----------------------------
     Gilbert L. Wachsman

 /s/ Kenneth F. Gorman          Director                          March 24, 1999
----------------------------
     Kenneth F. Gorman

 /s/ William A. Hodder          Director                          March 24, 1999
----------------------------
     William A. Hodder

 /s/ Josiah O. Low III          Director                          March 24, 1999
----------------------------
     Josiah O. Low III

 /s/ Terry T. Saario            Director                          March 24, 1999
----------------------------
     Terry T. Saario

 /s/ Tom F. Weyl                Director                          March 24, 1999
----------------------------
     Tom F. Weyl

 /s/ Michael W. Wright          Director                          March 24, 1999
----------------------------
     Michael W. Wright