UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q/A

(Mark One)

[ X ]    QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 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, MN                  55343
 (Address of principal executive offices)                (Zip Code)


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


         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  .

         The number of shares outstanding of the Registrant's common stock as of
September 30, 1998 was 2,000,000 shares.





         The  quarterly  report  on Form  10-Q for the  quarterly  period  ended
September  30, 1998,  filed by Musicland  Stores  Corporation  (Commission  file
number 1-11014), including all exhibits, is incorporated herein by reference.




                                    SIGNATURE



         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 thereunto duly authorized.





                                            THE MUSICLAND GROUP, INC.
                                                  (Registrant)

                                            By: /s/ Keith A. Benson

                                               Keith A. Benson
                                               Vice Chairman, Chief Financial
                                               Officer and Director
                                               (authorized officer, principal
                                               financial and accounting officer)


                                            Date: November 13, 1998