Registration No. _____________

    As Filed with the Securities and Exchange Commission on December 5, 1995
    ------------------------------------------------------------------------
    ________________________________________________________________________
    ________________________________________________________________________


                          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)

               CIRCUIT CITY STORES, INC. 1994 STOCK INCENTIVE PLAN, AS 
                              AMENDED FEBRUARY 10, 1995
            (Formerly CIRCUIT CITY STORES, INC. 1994 STOCK INCENTIVE PLAN)

                                         and

           CIRCUIT CITY STORES, INC. AMENDED AND RESTATED 1989 NON-EMPLOYEE
                             DIRECTORS STOCK OPTION PLAN
                (Formerly CIRCUIT CITY STORES, INC. 1989 NON-EMPLOYEE
                             DIRECTORS STOCK OPTION PLAN)
                              (Full title of the plans)

                 RICHARD L. SHARP, PRESIDENT, 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)


                                      <PAGE>


                           CALCULATION OF REGISTRATION FEE
     ______________________________________________________________________
                                                            
                                   Proposed       Proposed
     Title of                       Maximum        Maximum 
     Securities          Amount    Offering       Aggregate      Amount of
       to be             to be     Price Per      Offering     Registration
     Registered        Registered    Share          Price          Fee
     ______________________________________________________________________

     Common Stock,     1,371,682   $27.25(1)   $37,378,334.50(1)  $12,889.08
     par value $.50,     shares
     with attached
     Rights to 
     Purchase Preferred 
     Stock, Series E, 
     par value $20.00(2)
     ______________________________________________________________________

           
              (1) Estimated solely for the purpose of calculating the
          registration fee.  Based on the average of the high and low
          prices of the Common Stock on the New York Stock Exchange on
          December 4, 1995.

              (2) 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.

               The securities covered by this Registration Statement will
          be (i) issued to employees of the Registrant from time to time
          pursuant to incentive awards granted or to be granted under the
          Circuit City Stores, Inc. 1994 Stock Incentive Plan, as amended
          February 10, 1995, and (ii) issued to directors of the Registrant
          who are not full-time employees from time to time pursuant to
          stock options granted or to be granted under the Circuit City
          Stores, Inc. Amended and Restated 1989 Non-Employee Directors
          Stock Option Plan.


                                        <PAGE> 

          


          PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

               The purpose of this Registration Statement is to (i)
          register 1,321,682 additional shares of Common Stock, $.50 par
          value, of Circuit City Stores, Inc., issuable pursuant to
          incentive awards granted or to be granted under the 1994 Circuit
          City Stores, Inc. Stock Incentive Plan, as amended February 10,
          1995 (formerly Circuit City Stores, Inc. 1994 Stock Incentive
          Plan) and 1,321,682 associated Rights to Purchase Preferred
          Stock, Series E, $20.00 par value and (ii) register 50,000
          additional shares of Common Stock, $.50 par value, of Circuit
          City Stores, Inc., issuable pursuant to the Circuit City Stores,
          Inc. Amended and Restated 1989 Non-Employee Director Stock Option
          Plan (formerly Circuit City Stores, Inc. 1989 Non-Employee
          Director Stock Option Plan) and 50,000 associated Rights to
          Purchase Preferred Stock, Series E, $20.00 par value.  The
          Registrant hereby incorporates by reference all information
          included in its (i) Form S-8 Registration Statement No. 33-56697
          (filed on December 1, 1994) and (ii) Form S-8 Registration
          Statement No. 33-36650 (filed on August 31, 1990), except for
          information included in such Registration Statement which relates
          only to the Circuit City Stores, Inc. 1988 Stock Incentive Plan
          and the 1984 Circuit City Stores, Inc. Employee Stock Purchase
          Plan, as Amended and Restated April 19, 1988.

          Item 8.   Exhibits

               See Exhibit Index following signatures.



























                                          1
                                       <PAGE>



          

                                  POWER OF ATTORNEY

               Each person whose signature appears below hereby appoints
          Richard L. Sharp and Michael T. Chalifoux, or either of them, his
          true and lawful attorney-in-fact to sign on his behalf, as an
          individual and in the capacity stated below, any amendment or
          post-effective amendment to this Registration Statement which
          said attorney-in-fact may deem appropriate or necessary.


                                      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 October 12,
          1995.

                                                  CIRCUIT CITY STORES, INC.


                                                  By:/s/RICHARD L. SHARP   
                                                  Richard L. Sharp
                                                  President, Chief
                                                  Executive Officer and
                                                  Chairman of the Board


               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 date indicated.

          Signature                   Title                      Date

          /s/ALAN L. WURTZEL          Vice Chairman of the       10/12/95  
          Alan L. Wurtzel             Board


          /s/MICHAEL T. CHALIFOUX     Senior Vice President,     10/12/95  
          Michael T. Chalifoux        Chief Financial Officer,
                                      Secretary and Director

          /s/RICHARD N. COOPER        Director                   10/12/95  
          Richard N. Cooper

          /s/BARBARA S. FEIGIN        Director                   10/12/95  
          Barbara S. Feigin

          /s/THEODORE D. NIERENBERG   Director                   10/12/95  
          Theodore D. Nierenberg




                                          2
                                       <PAGE>



          

          /s/HUGH G. ROBINSON         Director                   10/12/95  
          Hugh G. Robinson

          /s/WALTER J. SALMON         Director                   10/12/95  
          Walter J. Salmon

          /s/MIKAEL SALOVAARA         Director                   10/12/95  
          Mikael Salovaara

          /s/RICHARD L. SHARP         President, Chief           10/12/95  
          Richard L. Sharp            Executive Officer
                                      and Chairman of the 
                                      Board

          /s/EDWARD VILLANUEVA        Director                   10/12/95  
          Edward Villanueva

          /s/KEITH D. BROWNING        Corporate Controller,      10/12/95  
          Keith D. Browning           Principal Accounting
                                      Officer



































                                          3
                                        <PAGE>



          

                                    EXHIBIT INDEX

                                                                            
          Exhibit                                                
             No.                  Document                                 
          -------                 --------                     
                       
          4.1          Registrant's Amended and Restated
                       Articles of Incorporation, effective
                       January 26, 1990, filed as Exhibit 3(a)
                       to Registrant's Annual Report on Form
                       10-K for the fiscal year ended February
                       28, 1993, (File No. 1-5767) are
                       expressly incorporated herein by this
                       reference.

          4.2          Registrant's Articles of Amendment to
                       the Amended and Restated Articles of
                       Incorporation, effective February 26,
                       1993, filed as Exhibit 3(b) to
                       Registrant's Annual Report on Form 10-K
                       for the fiscal year ended February 28,
                       1993, (File No. 1-5767) are expressly
                       incorporated herein by this reference.

          4.3          Registrant's Bylaws, as amended and
                       restated August 15, 1995, filed as
                       Exhibit 3 to Registrant's Quarterly
                       Report on Form 10-Q for the quarterly
                       period ended August 31, 1995, (File No.
                       1-5767) are expressly incorporated
                       herein by this reference.

          4.4          Rights Agreement dated April 29, 1988,
                       between Registrant and Crestar Bank, as
                       Rights Agent, filed as Exhibit (2) to
                       Registrant's registration statement on
                       Form 8-A (File No. 1-5767) filed on May
                       23, 1988, is expressly incorporated
                       herein by this reference.
                       
          5            Opinion and Consent of McGuire, Woods,
                       Battle & Boothe, L.L.P. as to the
                       legality of the shares offered
                       hereunder, filed herewith.

          23.1         Consent of KPMG Peat Marwick LLP, filed
                       herewith. 

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

          25           Powers of attorney (See signature page)

          99.1         Registrant's Amended and Restated 1989

                                          4
                                        <PAGE>



          

                       Non-Employee Directors Stock Option Plan
                       filed as Exhibit A to Registrant's
                       definitive Proxy Statement dated May 12,
                       1995, for the Annual Meeting of
                       Shareholders held on June 13, 1995, is
                       expressly incorporated herein by this
                       reference.

          99.2         Registrant's 1994 Stock Incentive Plan
                       filed as Exhibit 99 to the Registrant's
                       Registration Statement on Form S-8
                       (Registration No. 033-56697) filed on
                       December 1, 1994, is expressly
                       incorporated herein by this reference.

          99.3         Amendment adopted February 10, 1995, to
                       Registrant's 1994 Stock Incentive Plan
                       filed as Exhibit 10(f) to the
                       Registrant's Annual Report on Form 10-K
                       for the fiscal year ended February 28,
                       1995, (File No. 1-5767) is expressly
                       incorporated herein by this reference.


































                                          5
                                        <PAGE>
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{"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": "033-64757", "film-number": "95599380"}, "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 December 5, 1995
    ------------------------------------------------------------------------
    ________________________________________________________________________
    ________________________________________________________________________

                          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)

               CIRCUIT CITY STORES, INC. 1994 STOCK INCENTIVE PLAN, AS 
                              AMENDED FEBRUARY 10, 1995
            (Formerly CIRCUIT CITY STORES, INC. 1994 STOCK INCENTIVE PLAN)

                                         and

           CIRCUIT CITY STORES, INC. AMENDED AND RESTATED 1989 NON-EMPLOYEE
                             DIRECTORS STOCK OPTION PLAN
                (Formerly CIRCUIT CITY STORES, INC. 1989 NON-EMPLOYEE
                             DIRECTORS STOCK OPTION PLAN)
                              (Full title of the plans)

                 RICHARD L. SHARP, PRESIDENT, 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
     ______________________________________________________________________
                                                            
                                   Proposed       Proposed
     Title of                       Maximum        Maximum 
     Securities          Amount    Offering       Aggregate      Amount of
       to be             to be     Price Per      Offering     Registration
     Registered        Registered    Share          Price          Fee
     ______________________________________________________________________

     Common Stock,     1,371,682   $27.25(1)   $37,378,334.50(1)  $12,889.08
     par value $.50,     shares
     with attached
     Rights to 
     Purchase Preferred 
     Stock, Series E, 
     par value $20.00(2)
     ______________________________________________________________________

           
              (1) Estimated solely for the purpose of calculating the
          registration fee.  Based on the average of the high and low
          prices of the Common Stock on the New York Stock Exchange on
          December 4, 1995.

              (2) 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.

               The securities covered by this Registration Statement will
          be (i) issued to employees of the Registrant from time to time
          pursuant to incentive awards granted or to be granted under the
          Circuit City Stores, Inc. 1994 Stock Incentive Plan, as amended
          February 10, 1995, and (ii) issued to directors of the Registrant
          who are not full-time employees from time to time pursuant to
          stock options granted or to be granted under the Circuit City
          Stores, Inc. Amended and Restated 1989 Non-Employee Directors
          Stock Option Plan.
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

               The purpose of this Registration Statement is to (i)
          register 1,321,682 additional shares of Common Stock, $.50 par
          value, of Circuit City Stores, Inc., issuable pursuant to
          incentive awards granted or to be granted under the 1994 Circuit
          City Stores, Inc. Stock Incentive Plan, as amended February 10,
          1995 (formerly Circuit City Stores, Inc. 1994 Stock Incentive
          Plan) and 1,321,682 associated Rights to Purchase Preferred
          Stock, Series E, $20.00 par value and (ii) register 50,000
          additional shares of Common Stock, $.50 par value, of Circuit
          City Stores, Inc., issuable pursuant to the Circuit City Stores,
          Inc. Amended and Restated 1989 Non-Employee Director Stock Option
          Plan (formerly Circuit City Stores, Inc. 1989 Non-Employee
          Director Stock Option Plan) and 50,000 associated Rights to
          Purchase Preferred Stock, Series E, $20.00 par value.  The
          Registrant hereby incorporates by reference all information
          included in its (i) Form S-8 Registration Statement No. 33-56697
          (filed on December 1, 1994) and (ii) Form S-8 Registration
          Statement No. 33-36650 (filed on August 31, 1990), except for
          information included in such Registration Statement which relates
          only to the Circuit City Stores, Inc. 1988 Stock Incentive Plan
          and the 1984 Circuit City Stores, Inc. Employee Stock Purchase
          Plan, as Amended and Restated April 19, 1988.

          Item 8.   Exhibits

               See Exhibit Index following signatures.

                                          1
POWER OF ATTORNEY

               Each person whose signature appears below hereby appoints
          Richard L. Sharp and Michael T. Chalifoux, or either of them, his
          true and lawful attorney-in-fact to sign on his behalf, as an
          individual and in the capacity stated below, any amendment or
          post-effective amendment to this Registration Statement which
          said attorney-in-fact may deem appropriate or necessary.

                                      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 October 12,
          1995.

                                                  CIRCUIT CITY STORES, INC.

                                                  By:/s/RICHARD L. SHARP   
                                                  Richard L. Sharp
                                                  President, Chief
                                                  Executive Officer and
                                                  Chairman of the Board

               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 date indicated.

          Signature                   Title                      Date

          /s/ALAN L. WURTZEL          Vice Chairman of the       10/12/95  
          Alan L. Wurtzel             Board

          /s/MICHAEL T. CHALIFOUX     Senior Vice President,     10/12/95  
          Michael T. Chalifoux        Chief Financial Officer,
                                      Secretary and Director

          /s/RICHARD N. COOPER        Director                   10/12/95  
          Richard N. Cooper

          /s/BARBARA S. FEIGIN        Director                   10/12/95  
          Barbara S. Feigin

          /s/THEODORE D. NIERENBERG   Director                   10/12/95  
          Theodore D. Nierenberg

                                          2
/s/HUGH G. ROBINSON         Director                   10/12/95  
          Hugh G. Robinson

          /s/WALTER J. SALMON         Director                   10/12/95  
          Walter J. Salmon

          /s/MIKAEL SALOVAARA         Director                   10/12/95  
          Mikael Salovaara

          /s/RICHARD L. SHARP         President, Chief           10/12/95  
          Richard L. Sharp            Executive Officer
                                      and Chairman of the 
                                      Board

          /s/EDWARD VILLANUEVA        Director                   10/12/95  
          Edward Villanueva

          /s/KEITH D. BROWNING        Corporate Controller,      10/12/95  
          Keith D. Browning           Principal Accounting
                                      Officer

                                          3
EXHIBIT INDEX

                                                                            
          Exhibit                                                
             No.                  Document                                 
          -------                 --------                     
                       
          4.1          Registrant's Amended and Restated
                       Articles of Incorporation, effective
                       January 26, 1990, filed as Exhibit 3(a)
                       to Registrant's Annual Report on Form
                       10-K for the fiscal year ended February
                       28, 1993, (File No. 1-5767) are
                       expressly incorporated herein by this
                       reference.

          4.2          Registrant's Articles of Amendment to
                       the Amended and Restated Articles of
                       Incorporation, effective February 26,
                       1993, filed as Exhibit 3(b) to
                       Registrant's Annual Report on Form 10-K
                       for the fiscal year ended February 28,
                       1993, (File No. 1-5767) are expressly
                       incorporated herein by this reference.

          4.3          Registrant's Bylaws, as amended and
                       restated August 15, 1995, filed as
                       Exhibit 3 to Registrant's Quarterly
                       Report on Form 10-Q for the quarterly
                       period ended August 31, 1995, (File No.
                       1-5767) are expressly incorporated
                       herein by this reference.

          4.4          Rights Agreement dated April 29, 1988,
                       between Registrant and Crestar Bank, as
                       Rights Agent, filed as Exhibit (2) to
                       Registrant's registration statement on
                       Form 8-A (File No. 1-5767) filed on May
                       23, 1988, is expressly incorporated
                       herein by this reference.
                       
          5            Opinion and Consent of McGuire, Woods,
                       Battle & Boothe, L.L.P. as to the
                       legality of the shares offered
                       hereunder, filed herewith.

          23.1         Consent of KPMG Peat Marwick LLP, filed
                       herewith. 

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

          25           Powers of attorney (See signature page)

          99.1         Registrant's Amended and Restated 1989

                                          4
Non-Employee Directors Stock Option Plan
                       filed as Exhibit A to Registrant's
                       definitive Proxy Statement dated May 12,
                       1995, for the Annual Meeting of
                       Shareholders held on June 13, 1995, is
                       expressly incorporated herein by this
                       reference.

          99.2         Registrant's 1994 Stock Incentive Plan
                       filed as Exhibit 99 to the Registrant's
                       Registration Statement on Form S-8
                       (Registration No. 033-56697) filed on
                       December 1, 1994, is expressly
                       incorporated herein by this reference.

          99.3         Amendment adopted February 10, 1995, to
                       Registrant's 1994 Stock Incentive Plan
                       filed as Exhibit 10(f) to the
                       Registrant's Annual Report on Form 10-K
                       for the fiscal year ended February 28,
                       1995, (File No. 1-5767) is expressly
                       incorporated herein by this reference.

                                          5