Registration No.__________

      As filed with the Securities and Exchange Commission on June 29, 1999


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933

                                   ----------

                            CIRCUIT CITY STORES, INC.
             (Exact name of registrant as specified in its charter)


               Virginia                                   54-0493875
    (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                    Identification No.)



          9950 Mayland Drive
          Richmond, Virginia                                 23233
 (Address of Principal Executive Offices)                  (Zip Code)

                                   ----------

           1997 CIRCUIT CITY STORES, INC. EMPLOYEE STOCK PURCHASE PLAN
  FOR CARMAX GROUP EMPLOYEES, AS AMENDED AND RESTATED EFFECTIVE MARCH 1, 1999,
                                   AS AMENDED

                            (Full title of the plan)


                    Richard L. Sharp, Chief Executive Officer
                            and Chairman of the Board
                            Circuit City Stores, Inc.
                               9950 Mayland Drive
                            Richmond, Virginia 23233
                     (Name and address of agent for service)

                                 (804) 527-4000
          (Telephone number, including area code, of agent for service)



<TABLE>
<S> <C>

CALCULATION OF REGISTRATION FEE:

------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Title of Securities to   Amount to be           Proposed maximum       Proposed maximum        Amount of
be registered            registered (1)         offering price per     aggregate price per     Registration fee
                                                share (2)              share
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Circuit City Stores,            500,000                $5.6875               $2,843,750                $791
Inc.--CarMax Group
Common Stock, Par
Value $.50, With
Attached Rights to
Purchase Preferred
Stock, Series F, Par
value $20.00 (2)
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
</TABLE>


(1)      The Rights to  Purchase  Preferred  Stock will be attached to and trade
         with shares of the Common Stock.  Value attributable to such rights, if
         any,  will be  reflected  in the  market  price of the shares of Common
         Stock.

(2)      Estimated solely for the purpose of calculating the  registration  fee.
         Based on the  average  of the high and low prices of the  Circuit  City
         Stores, Inc.-- CarMax Group Common Stock in the consolidated  reporting
         on June 25, 1999.


         The Securities  covered by this Registration  Statement will be sold to
         employees  of the Company from time to time under the 1999 Circuit City
         Stores, Inc. Employee Stock Purchase Plan for CarMax Group Employees.

                                       2


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         Circuit City Stores,  Inc.  (the  "Company"),  hereby  incorporates  by
reference into this Registration Statement the documents listed below which have
been filed with the Commission.

                  (a) the Company's Annual Report on Form 10-K (File No. 1-5767)
                  for the fiscal year ended  February 28,  1999,  filed with the
                  Commission on May 25, 1999;

                  (b) the  Company's  Current  Report  on  Form  8-K  (File  No.
                  1-5767), filed with the Commission on June 17, 1999;

                  (c) all other  reports filed with the  Commission  pursuant to
                  Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                  as  amended  (the  "Exchange  Act"),  since  February  28,1999
                  including  the  Current  Report  on Form 8-K,  filed  with the
                  Commission on June 17, 1999;

                  (d) the description of the Company's Circuit City Group Common
                  Stock  and  CarMax  Group   Common  Stock   contained  in  the
                  Registration  Statement on Form 8-A filed with the  Commission
                  on January 2, 1997,  as amended on Forms  8-A/A filed with the
                  Commission on January 31, 1997, July 8, 1997,  April 28, 1998,
                  and May 7, 1999, and as the same may be further  amended after
                  the date hereof (File No. 1-5767); and

                  (e) the description of the Rights to Purchase Preferred Stock,
                  Series E, and the Rights to Purchase  Preferred Stock,  Series
                  F, contained in the  Registration  Statement on Form 8-A filed
                  with the  Commission  on April 28,  1998,  as  amended on Form
                  8-A/A  filed with the  Commission  on May 7, 1999,  and as the
                  same may be amended after the date hereof (File No. 1-5767).

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or  15(d) of the  Securities  Exchange  Act of 1934  prior  to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold,  shall
be deemed to be incorporated by reference into this  Registration  Statement and
to be a part hereof from the respective dates of filing of such documents.

Item 6.  Indemnification of Directors and Officers.

         The laws of the Commonwealth of Virginia  pursuant to which the Company
is  incorporated  permit it to  indemnify  its officers  and  directors  against
certain  liabilities  with the  approval  of its  shareholders.  The Amended and
Restated  Articles of Incorporation of the Company,  which have been approved by
its shareholders,  provide for the  indemnification of each director and officer
(including  former directors and officers and each person who may have served at
the request of the  Company as a director  or officer of any other legal  entity
and, in all such cases, his or her heirs, executors and administrators)  against
liabilities (including expenses) reasonably incurred by him or her in connection
with any actual or threatened action,  suit or proceeding to which he or she may
be made a party by  reason  of his or her being or  having  been a  director  or
officer of the Company,  except in relation to any action, suit or proceeding in
which he or she has been  adjudged  liable  because of willful  misconduct  or a
knowing violation of the criminal law.

                                       3


         The Company has purchased  directors' and officers' liability insurance
policies.  Within  the limits of their  coverage,  the  policies  insure (1) the
directors  and  officers  of the Company and its  subsidiaries  against  certain
losses  resulting from claims against them in their  capacities as directors and
officers to the extent that such losses are not  indemnified  by the Company and
(2) the Company to the extent that it  indemnifies  such  directors and officers
for losses as permitted under the laws of Virginia.


Item 9.  Exhibits.

         See Exhibit Index following signatures.


Item 10. Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file,  during any period in which  offers or sales
                           are being made,  a  post-effective  amendment  to any
                           Registration     Statement     amended    by    these
                           Post-Effective Amendments:

                  (i)      To  include  any   prospectus   required  by  Section
                           10(a)(3)  of the  Securities  Act of 1933 as  amended
                           (the "Securities Act");

                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           after  the   effective   date  of  the   Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the Registration Statement;

                  (iii)    To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the Registration  Statement or any material change to
                           such information in the Registration Statement;

                  Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not
         apply if the Registration  Statement is on Form S-3 or Form S-8 and the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  is  contained  in  periodic  reports  filed  by  the
         registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act
         that are incorporated by reference in the Registration Statement.

                  (2)      That,  for the purpose of  determining  any liability
                           under the  Securities  Act, each such  post-effective
                           amendment  shall be deemed  to be a new  registration
                           statement relating to the securities offered therein,
                           and the  offering  of such  securities  at that  time
                           shall be deemed to be the initial bona fide  offering
                           thereof.

                  (3)      To   remove   from   registration   by   means  of  a
                           post-effective  amendment any of the securities being
                           registered  which remain unsold at the termination of
                           the offering.


         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities  Act, each such  post-effective
amendment and each filing of the Registrant's  annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where  applicable,  each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Exchange Act) that is  incorporated by reference in the  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                       4

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification is against public policy as expressed in the Securities Act, and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the County of Henrico,  Commonwealth  of  Virginia,  on June 28,
1999.

                                   CIRCUIT CITY STORES, INC.
                                   Registrant



                                   By:      /s/Michael T. Chalifoux
                                            Michael T. Chalifoux
                                            Executive Vice President,
                                            Chief Financial Officer and
                                            Corporate Secretary

                                       5


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

<TABLE>
<S> <C>

Signature                                  Title                                     Date

*/s/ Richard L. Sharp              Chief Executive Officer                       June 28, 1999
 --------------------------
 Richard L. Sharp                  and Chairman of the Board

*/s/ Alan L. Wurtzel               Vice Chairman of the Board                    June 28, 1999
 --------------------------
 Alan L. Wurtzel                   and Director

/s/Michael T. Chalifoux            Executive Vice President,                     June 28, 1999
---------------------------
 Michael T. Chalifoux              Chief Financial Officer,
                                   Corporate Secretary and
                                   Director

*/s/ Richard N. Cooper             Director                                      June 28, 1999
 --------------------------
 Richard N. Cooper

*/s/ Barbara S. Feigin             Director                                      June 28, 1999
 --------------------------
 Barbara S. Feigin

*/s/ James F. Hardymon             Director                                      June 28, 1999
 --------------------------
 James F. Hardymon

*/s/ Robert S. Jepson, Jr.         Director                                      June 28, 1999
 --------------------------
 Robert S. Jepson, Jr.

*/s/ Hugh G. Robinson              Director                                      June 28, 1999
 --------------------------
 Hugh G. Robinson

*/s/ Walter J. Salmon              Director                                      June 28, 1999
 --------------------------
 Walter J. Salmon

*/s/ Mikael Salovaara              Director                                      June 28, 1999
---------------------------
 Mikael Salovaara

*/s/ John W. Snow                  Director                                      June 28, 1999
 --------------------------
 John W. Snow

*/s/ Edward Villanueva             Director                                      June 28, 1999
---------------------------
 Edward Villanueva

/s/Philip J. Dunn                  Senior Vice President,                        June 28, 1999
---------------------------
Phillip J. Dunn                    Treasurer, Corporate
                                   Controller and Chief
                                   Accounting Officer
</TABLE>



*By:     /s/Michael T. Chalifoux
         Michael T. Chalifoux
         Attorney-In-Fact




<PAGE>


                                  EXHIBIT INDEX

         Exhibit                    Document
         Number


               4.1            Registrant's  Amended  and  Restated  Articles  of
                              Incorporation,  effective  February 3, 1997, filed
                              with   the   Commission   as   Exhibit   3(I)   to
                              Registrant's Quarterly Report on Form 10-Q for the
                              quarter ended November 30, 1998 (File No. 1-5767),
                              are   expressly   incorporated   herein   by  this
                              reference.

               4.2            Registrant's Articles of Amendment to Registrant's
                              Amended and  Restated  Articles of  Incorporation,
                              effective   April  28,   1998,   filed   with  the
                              Commission  as  Exhibit  3(I)(a)  to  Registrant's
                              Quarterly  Report  on Form  10-Q  for the  quarter
                              ended  November  30, 1998 (File No.  1-5767),  are
                              expressly incorporated herein by this reference.

               4.3            Registrant's   Bylaws,  as  amended  and  restated
                              October  13,  1998,  filed  as  Exhibit  3(II)  to
                              Registrant's Quarterly Report on Form 10-Q for the
                              quarter ended November 30, 1998 (File No. 1-5767),
                              are   expressly   incorporated   herein   by  this
                              reference.

               4.4            First Amended and Restated Rights  Agreement dated
                              as of February  16, 1999  between  Registrant  and
                              Norwest Bank  Minnesota,  N.A.,  as Rights  Agent,
                              filed as  Exhibit  1 to  Registrant's  Form  8-A/A
                              filed May 7, 1999 (File No. 1-5767),  is expressly
                              incorporated herein by this reference.

               5              Opinion and Consent of  McGuire,  Woods,  Battle &
                              Boothe LLP, filed herewith.

               23.1           Consent of KPMG LLP, filed herewith.

               23.2           Consent  of  McGuire,  Woods,  Battle & Boothe LLP
                              (included in Exhibit 5).

               24             Powers of Attorney, filed herewith.

               99.1           1997  Circuit  City Stores,  Inc.  Employee  Stock
                              Purchase  Plan  for  CarMax  Group  Employees,  as
                              amended  and  restated  effective  March 1,  1999,
                              filed   as    Exhibit    99.1   to    Registrant's
                              Post-Effective Amendment to Form S-8 (Registration
                              Statement  No.  33-53185 et. al.),  filed with the
                              Commission  on  June  28,  1999,  is  incorporated
                              herein by this reference.

               99.2           Amendment  to  1997  Circuit  City  Stores,   Inc.
                              Employee  Stock  Purchase  Plan for  CarMax  Group
                              Employees,  as  amended  and  restated,  effective
                              March  1,  1999,  adopted  June  15,  1999,  filed
                              herewith.
[{"type": "S-8", "sequence": "1", "description": "CIRCUIT CITY S-8", "secsgml_size_bytes": 19571}]
{"company-data": {"conformed-name": "CIRCUIT CITY STORES INC", "cik": "0000104599", "assigned-sic": "5731", "irs-number": "540493875", "state-of-incorporation": "VA", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81799", "film-number": "99654762"}, "business-address": {"street1": "9950 MAYLAND DR", "city": "RICHMOND", "state": "VA", "zip": "23233", "phone": "8045274000"}, "mail-address": {"street1": "9950 MAYLAND DRIVE", "city": "RICHMOND", "state": "VA", "zip": "23233"}, "former-company": {"former-conformed-name": "WARDS CO INC", "date-changed": "19840620"}}
Registration No.__________

      As filed with the Securities and Exchange Commission on June 29, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933

                                   ----------

                            CIRCUIT CITY STORES, INC.
             (Exact name of registrant as specified in its charter)

               Virginia                                   54-0493875
    (State or other jurisdiction of                    (I.R.S. Employer
    incorporation or organization)                    Identification No.)

          9950 Mayland Drive
          Richmond, Virginia                                 23233
 (Address of Principal Executive Offices)                  (Zip Code)

                                   ----------

           1997 CIRCUIT CITY STORES, INC. EMPLOYEE STOCK PURCHASE PLAN
  FOR CARMAX GROUP EMPLOYEES, AS AMENDED AND RESTATED EFFECTIVE MARCH 1, 1999,
                                   AS AMENDED

                            (Full title of the plan)

                    Richard L. Sharp, Chief Executive Officer
                            and Chairman of the Board
                            Circuit City Stores, Inc.
                               9950 Mayland Drive
                            Richmond, Virginia 23233
                     (Name and address of agent for service)

                                 (804) 527-4000
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE:

------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Title of Securities to   Amount to be           Proposed maximum       Proposed maximum        Amount of
be registered            registered (1)         offering price per     aggregate price per     Registration fee
                                                share (2)              share
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Circuit City Stores,            500,000                $5.6875               $2,843,750                $791
Inc.--CarMax Group
Common Stock, Par
Value $.50, With
Attached Rights to
Purchase Preferred
Stock, Series F, Par
value $20.00 (2)
------------------------ ---------------------- ---------------------- ----------------------- ----------------------
(1)      The Rights to  Purchase  Preferred  Stock will be attached to and trade
         with shares of the Common Stock.  Value attributable to such rights, if
         any,  will be  reflected  in the  market  price of the shares of Common
         Stock.

(2)      Estimated solely for the purpose of calculating the  registration  fee.
         Based on the  average  of the high and low prices of the  Circuit  City
         Stores, Inc.-- CarMax Group Common Stock in the consolidated  reporting
         on June 25, 1999.

         The Securities  covered by this Registration  Statement will be sold to
         employees  of the Company from time to time under the 1999 Circuit City
         Stores, Inc. Employee Stock Purchase Plan for CarMax Group Employees.

                                       2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         Circuit City Stores,  Inc.  (the  "Company"),  hereby  incorporates  by
reference into this Registration Statement the documents listed below which have
been filed with the Commission.

                  (a) the Company's Annual Report on Form 10-K (File No. 1-5767)
                  for the fiscal year ended  February 28,  1999,  filed with the
                  Commission on May 25, 1999;

                  (b) the  Company's  Current  Report  on  Form  8-K  (File  No.
                  1-5767), filed with the Commission on June 17, 1999;

                  (c) all other  reports filed with the  Commission  pursuant to
                  Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                  as  amended  (the  "Exchange  Act"),  since  February  28,1999
                  including  the  Current  Report  on Form 8-K,  filed  with the
                  Commission on June 17, 1999;

                  (d) the description of the Company's Circuit City Group Common
                  Stock  and  CarMax  Group   Common  Stock   contained  in  the
                  Registration  Statement on Form 8-A filed with the  Commission
                  on January 2, 1997,  as amended on Forms  8-A/A filed with the
                  Commission on January 31, 1997, July 8, 1997,  April 28, 1998,
                  and May 7, 1999, and as the same may be further  amended after
                  the date hereof (File No. 1-5767); and

                  (e) the description of the Rights to Purchase Preferred Stock,
                  Series E, and the Rights to Purchase  Preferred Stock,  Series
                  F, contained in the  Registration  Statement on Form 8-A filed
                  with the  Commission  on April 28,  1998,  as  amended on Form
                  8-A/A  filed with the  Commission  on May 7, 1999,  and as the
                  same may be amended after the date hereof (File No. 1-5767).

         All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or  15(d) of the  Securities  Exchange  Act of 1934  prior  to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all such securities then remaining unsold,  shall
be deemed to be incorporated by reference into this  Registration  Statement and
to be a part hereof from the respective dates of filing of such documents.

Item 6.  Indemnification of Directors and Officers.

         The laws of the Commonwealth of Virginia  pursuant to which the Company
is  incorporated  permit it to  indemnify  its officers  and  directors  against
certain  liabilities  with the  approval  of its  shareholders.  The Amended and
Restated  Articles of Incorporation of the Company,  which have been approved by
its shareholders,  provide for the  indemnification of each director and officer
(including  former directors and officers and each person who may have served at
the request of the  Company as a director  or officer of any other legal  entity
and, in all such cases, his or her heirs, executors and administrators)  against
liabilities (including expenses) reasonably incurred by him or her in connection
with any actual or threatened action,  suit or proceeding to which he or she may
be made a party by  reason  of his or her being or  having  been a  director  or
officer of the Company,  except in relation to any action, suit or proceeding in
which he or she has been  adjudged  liable  because of willful  misconduct  or a
knowing violation of the criminal law.

                                       3

         The Company has purchased  directors' and officers' liability insurance
policies.  Within  the limits of their  coverage,  the  policies  insure (1) the
directors  and  officers  of the Company and its  subsidiaries  against  certain
losses  resulting from claims against them in their  capacities as directors and
officers to the extent that such losses are not  indemnified  by the Company and
(2) the Company to the extent that it  indemnifies  such  directors and officers
for losses as permitted under the laws of Virginia.

Item 9.  Exhibits.

         See Exhibit Index following signatures.

Item 10. Undertakings.

         (a)      The undersigned registrant hereby undertakes:

                  (1)      To file,  during any period in which  offers or sales
                           are being made,  a  post-effective  amendment  to any
                           Registration     Statement     amended    by    these
                           Post-Effective Amendments:

                  (i)      To  include  any   prospectus   required  by  Section
                           10(a)(3)  of the  Securities  Act of 1933 as  amended
                           (the "Securities Act");

                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           after  the   effective   date  of  the   Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the Registration Statement;

                  (iii)    To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the Registration  Statement or any material change to
                           such information in the Registration Statement;

                  Provided,  however,  that paragraphs (1)(i) and (1)(ii) do not
         apply if the Registration  Statement is on Form S-3 or Form S-8 and the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  is  contained  in  periodic  reports  filed  by  the
         registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act
         that are incorporated by reference in the Registration Statement.

                  (2)      That,  for the purpose of  determining  any liability
                           under the  Securities  Act, each such  post-effective
                           amendment  shall be deemed  to be a new  registration
                           statement relating to the securities offered therein,
                           and the  offering  of such  securities  at that  time
                           shall be deemed to be the initial bona fide  offering
                           thereof.

                  (3)      To   remove   from   registration   by   means  of  a
                           post-effective  amendment any of the securities being
                           registered  which remain unsold at the termination of
                           the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities  Act, each such  post-effective
amendment and each filing of the Registrant's  annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where  applicable,  each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Exchange Act) that is  incorporated by reference in the  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                       4

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification is against public policy as expressed in the Securities Act, and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the County of Henrico,  Commonwealth  of  Virginia,  on June 28,
1999.

                                   CIRCUIT CITY STORES, INC.
                                   Registrant

                                   By:      /s/Michael T. Chalifoux
                                            Michael T. Chalifoux
                                            Executive Vice President,
                                            Chief Financial Officer and
                                            Corporate Secretary

                                       5

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
Signature                                  Title                                     Date

*/s/ Richard L. Sharp              Chief Executive Officer                       June 28, 1999
 --------------------------
 Richard L. Sharp                  and Chairman of the Board

*/s/ Alan L. Wurtzel               Vice Chairman of the Board                    June 28, 1999
 --------------------------
 Alan L. Wurtzel                   and Director

/s/Michael T. Chalifoux            Executive Vice President,                     June 28, 1999
---------------------------
 Michael T. Chalifoux              Chief Financial Officer,
                                   Corporate Secretary and
                                   Director

*/s/ Richard N. Cooper             Director                                      June 28, 1999
 --------------------------
 Richard N. Cooper

*/s/ Barbara S. Feigin             Director                                      June 28, 1999
 --------------------------
 Barbara S. Feigin

*/s/ James F. Hardymon             Director                                      June 28, 1999
 --------------------------
 James F. Hardymon

*/s/ Robert S. Jepson, Jr.         Director                                      June 28, 1999
 --------------------------
 Robert S. Jepson, Jr.

*/s/ Hugh G. Robinson              Director                                      June 28, 1999
 --------------------------
 Hugh G. Robinson

*/s/ Walter J. Salmon              Director                                      June 28, 1999
 --------------------------
 Walter J. Salmon

*/s/ Mikael Salovaara              Director                                      June 28, 1999
---------------------------
 Mikael Salovaara

*/s/ John W. Snow                  Director                                      June 28, 1999
 --------------------------
 John W. Snow

*/s/ Edward Villanueva             Director                                      June 28, 1999
---------------------------
 Edward Villanueva

/s/Philip J. Dunn                  Senior Vice President,                        June 28, 1999
---------------------------
Phillip J. Dunn                    Treasurer, Corporate
                                   Controller and Chief
                                   Accounting Officer
*By:     /s/Michael T. Chalifoux
         Michael T. Chalifoux
         Attorney-In-Fact
EXHIBIT INDEX

         Exhibit                    Document
         Number

               4.1            Registrant's  Amended  and  Restated  Articles  of
                              Incorporation,  effective  February 3, 1997, filed
                              with   the   Commission   as   Exhibit   3(I)   to
                              Registrant's Quarterly Report on Form 10-Q for the
                              quarter ended November 30, 1998 (File No. 1-5767),
                              are   expressly   incorporated   herein   by  this
                              reference.

               4.2            Registrant's Articles of Amendment to Registrant's
                              Amended and  Restated  Articles of  Incorporation,
                              effective   April  28,   1998,   filed   with  the
                              Commission  as  Exhibit  3(I)(a)  to  Registrant's
                              Quarterly  Report  on Form  10-Q  for the  quarter
                              ended  November  30, 1998 (File No.  1-5767),  are
                              expressly incorporated herein by this reference.

               4.3            Registrant's   Bylaws,  as  amended  and  restated
                              October  13,  1998,  filed  as  Exhibit  3(II)  to
                              Registrant's Quarterly Report on Form 10-Q for the
                              quarter ended November 30, 1998 (File No. 1-5767),
                              are   expressly   incorporated   herein   by  this
                              reference.

               4.4            First Amended and Restated Rights  Agreement dated
                              as of February  16, 1999  between  Registrant  and
                              Norwest Bank  Minnesota,  N.A.,  as Rights  Agent,
                              filed as  Exhibit  1 to  Registrant's  Form  8-A/A
                              filed May 7, 1999 (File No. 1-5767),  is expressly
                              incorporated herein by this reference.

               5              Opinion and Consent of  McGuire,  Woods,  Battle &
                              Boothe LLP, filed herewith.

               23.1           Consent of KPMG LLP, filed herewith.

               23.2           Consent  of  McGuire,  Woods,  Battle & Boothe LLP
                              (included in Exhibit 5).

               24             Powers of Attorney, filed herewith.

               99.1           1997  Circuit  City Stores,  Inc.  Employee  Stock
                              Purchase  Plan  for  CarMax  Group  Employees,  as
                              amended  and  restated  effective  March 1,  1999,
                              filed   as    Exhibit    99.1   to    Registrant's
                              Post-Effective Amendment to Form S-8 (Registration
                              Statement  No.  33-53185 et. al.),  filed with the
                              Commission  on  June  28,  1999,  is  incorporated
                              herein by this reference.

               99.2           Amendment  to  1997  Circuit  City  Stores,   Inc.
                              Employee  Stock  Purchase  Plan for  CarMax  Group
                              Employees,  as  amended  and  restated,  effective
                              March  1,  1999,  adopted  June  15,  1999,  filed
                              herewith.