SEC 1745
(02-02)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: December 31, 2005
	SCHEDULE 13G (Rule 13d-102)	Estimated average burden hours per response. . 11

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

Under the Securities Exchange Act of 1934
(Amendment No. 1)¹

Guitar Center, Inc.

(Name of Issuer)

Common Stock, $.01 par value

(Title of Class of Securities)

402040 10 9

(CUSIP Number)

December 31, 2002

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ]	Rule 13d-1(b)
[ ]	Rule 13d-1(c)
[ X ]	Rule 13d-1(d)

¹The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 402040 10 9

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) DEANNA EASTMAN

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		[ ]
		(b)		[ X ]

	3.	SEC Use Only

	4.	Citizenship or Place of Organization UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 0

			6.		Shared Voting Power 196,625

			7.		Sole Dispositive Power 0

			8.		Shared Dispositive Power 196,625

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 196,625

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ]

	11.	Percent of Class Represented by Amount in Row (9) 0.9%

	12.	Type of Reporting Person (See Instructions) IN

Item 1.
	(a)	Name of Issuer Guitar Center, Inc.
	(b)	Address of Issuer's Principal Executive Offices 5795 Lindero Canyon Road, Westlake Village, CA 91362

Item 2.
	(a)	Name of Person Filing DeAnna Eastman (“Mrs. Eastman”)
	(b)	Address of Principal Business Office or, if none, Residence 2271 Johns Peak Road, Central Point, OR 97502
	(c)	Citizenship United States
	(d)	Title of Class of Securities This information statement relates to the Common Stock, $.01 par value, of the Issuer (the “Common Stock”).
	(e)	CUSIP Number 402040 10 9

Item 3.	If this statement is filed pursuant to Rule.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	[ ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	[ ]	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	[ ]	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	[ ]	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	[ ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	[ ]	Group, in accordance with §240.13d-1(b)(1)(ii)(J).
	Not applicable.

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned:
		The shares shown in items 6, 8, and 9 of the cover pages for Mrs. Eastman include 196,625 held in a trust for which Mrs. Eastman serves as co-trustee.
	(b)	Percent of class:
		0.9%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote See item 5 of cover page.
		(ii)	Shared power to vote or to direct the vote See item 6 of cover page.
		(iii)	Sole power to dispose or to direct the disposition of See item 7 of cover page.
		(iv)	Shared power to dispose or to direct the disposition of See item 8 of cover page.

Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X ].
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
See item 4 above.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable.
Item 8.	Identification and Classification of Members of the Group
Not applicable.
Item 9.	Notice of Dissolution of Group
Not applicable.
Item 10.	Certification
Not applicable.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statementis true, complete and correct.

	April 15, 2003
	Date
	/s/ DeAnna Eastman
	Signature
	DeAnna Eastman
	Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall befiledwiththe statement, provided, however, that a power of attorney for this purpose which is already on file with the Commissionmay be incorporated by reference. The name and any title of each person who signs the statement shall be typed orprintedbeneath his signature.

Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (See 18 U.S.C. 1001)