Exhibit B

POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby authorizes
Bruce Ross, Erick Mason, and David Robson each of them, to execute
for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of Guitar Center, Inc. (the "Company"),
Forms 3, 4 and 5, and any amendments thereto, and cause such form(s)
to be filed with the United States Securities and Exchange Commission
pursuant to Section 16(a) of the Securities Act of 1934, relating to
the undersigned's beneficial ownership of securities in the Company.
The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents
and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein
granted.  The undersigned acknowledges that the foregoing attorneys-
in-fact, in serving in such capacity at the request of the undersigned,
are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and 5 with respect
to the undersigned's holdings of, and transactions in, securities issued
by the Company, unless earlier revoked by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has cause this Power of Attorney
to be executed as of __July 30__, 2003.

/s/ David Angress
NAME:  DAVID ANGRESS