Registration No.


     As Filed with the Securities and Exchange Commission on April 30, 1996
       -----------------------------------------------------------------





                       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)

         1984 CIRCUIT CITY STORES, INC. EMPLOYEE STOCK PURCHASE PLAN, AS
                     AMENDED AND RESTATED FEBRUARY 10, 1995,
                            AS AMENDED APRIL 9, 1996
        (Formerly 1984 CIRCUIT CITY STORES, INC. EMPLOYEE STOCK PURCHASE
                PLAN, AS AMENDED AND RESTATED FEBRUARY 15, 1994)
                            (Full title of the plan)

              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
<TABLE>
<CAPTION>

                                                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
<S>                            <C>              <C>            <C>                  <C>
Common Stock, par              1,000,000        $ 31.25 (1)    $ 31,250,000         $ 10,775.86
value $.50, with
attached Rights to
Purchase Preferred
Stock, Series E,
par value $20.00 (2)
</TABLE>

         The securities covered by this Registration Statement will be purchased
by  employees  of the  Registrant  from time to time under the 1984 Circuit City
Stores,  Inc. Employee Stock Purchase Plan, as Amended and Restated February 10,
1995, as Amended April 9, 1996.



     --------

(1) Estimated solely for 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 April 26, 1996.

(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.

                                        2

<PAGE>



PART II.          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference

                  The  Company  hereby   incorporates  by  reference  into  this
Registration Statement the documents listed below which have been filed with the
Securities and Exchange Commission.

         (a)      The Annual Report on Form 10-K (File No. 1-5767) for
                  the fiscal year ended February 28, 1995.

         (b)      All reports filed  pursuant to Section 13 or 15(d) of the 1934
                  Act since the end of the  fiscal  year  covered  by the annual
                  report  referred  to in (a)  above,  including  the  Company's
                  Quarterly  Reports on Form 10-Q for the quarters ended May 31,
                  1995,  August 31, 1995 and November 30, 1995 and the Company's
                  Report on Form 8-K dated March 5, 1996.

         (c)      The description of the Common Stock appearing in
                  Amendment No. 5 dated March 13, 1996 to Form 8-A/A
                  filed with the Commission in connection with the
                  listing of the Common Stock on the New York Stock
                  Exchange.

                  In  addition,   the  Company  incorporates  by  reference  the
description  of the Rights  appearing in Amendment No. 1 dated March 13, 1996 in
its Form 8-A/A filed with the Commission in connection  with the listing of such
Rights on the New York Stock Exchange.

                  All documents  subsequently  filed by the Company  pursuant to
Sections  13,  14  and  15(d)  of  the  1934  Act,  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 Prospectus and to be a part
hereof from the date of filing 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 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 heirs,  executors and administrators)  against liabilities (including
expenses) reasonably incurred by him in connection

                                        3

<PAGE>



with any actual or threatened action, suit or proceeding to which he may be made
a party by reason  of his being or having  been a  director  or  officer  of the
Company,  except in relation to any action,  suit or  proceeding in which he has
been adjudged liable because of willful misconduct or a knowing violation of the
criminal law.

         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 8.           Exhibits

                  See Exhibit Index following signatures.

Item 9.           Undertakings

                  The undersigned registrant hereby undertakes:

         (a) (1) To file,  during any period in which  offers or sales are being
made, a post-effective amendment to this registration statement:

                  (i)   To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
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  or any
material change to such information in the registration statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(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  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

                  (2)      That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective

                                        4

<PAGE>



amendment  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities  at the 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) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933,  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
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  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.

         (c) That, insofar as indemnification  for liabilities arising under the
Securities Act of 1933 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  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against such liabilities  (other than 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 Act and will be governed by the final
adjudication of such issue.













                                        5

<PAGE>





                                   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 April 29,
1996.

                                             CIRCUIT CITY STORES, INC.
                                                    Registrant

                                           By: /s/ Michael T. Chalifoux
                                              ---------------------------
                                               Michael T. Chalifoux
                                               Chief Financial Officer

         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>
<CAPTION>

Signature                                   Title                                       Date

<S>                                                                                           <C> <C> 
* Richard L. Sharp                          President, Chief                            April 29, 1996
- ------------------                          Executive Officer
Richard L. Sharp                            and Chairman of the
                                            Board

* Alan L. Wurtzel                           Vice Chairman of the                        April 29, 1996
- -----------------                           Board and Director
Alan L. Wurtzel

/s/ Michael T. Chalifoux                    Senior Vice President,                      April 29, 1996
- ------------------------                    Chief Financial Officer,
Michael T. Chalifoux                        Secretary and Director

* Richard N. Cooper                         Director                                    April 29, 1996
- -------------------
Richard N. Cooper


* Barbara S. Feigin                         Director                                    April 29, 1996
- -------------------
Barbara S. Feigin


- ----------------------                      Director
Theodore D. Nierenberg


- -----------------------                     Director
Hugh G. Robinson


                                        6

<PAGE>




* Walter J. Salmon                          Director                                    April 29, 1996
- --------------------
Walter J. Salmon



* Mikael Salovaara                          Director                                    April 29, 1996
- --------------------
Mikael Salovaara


* Edward Villanueva                         Director                                    April 29, 1996
- --------------------
Edward Villanueva


/s/ Keith D. Browning                       Corporate Controller,                       April 29, 1996
- ---------------------
Keith D. Browning                           Principal Accounting
                                            Officer



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































                                        7

<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 February 15, 1996, filed as
                   Exhibit 4(b) to Registrant's Current
                   Report on Form 8-K dated March 5, 1996
                   (File No. 1-5767) are expressly
                   incorporated herein by this reference.

4.4                Amended and Restated Rights Agreement
                   dated March 5, 1996, between Registrant
                   and Norwest Bank Minnesota, N.A., as
                   Rights Agent, filed as Exhibit 4(a) to
                   Registrant's Current Report on Form 8-K
                   dated March 5, 1996 (File No. 1-5767) 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).

24                 Powers of Attorney.


                                        8

<PAGE>



99.1               Registrant's 1984 Employee Stock
                   Purchase Plan, as Amended and Restated
                   February 10, 1995, filed herewith.

99.2               Amendment adopted April 9, 1996, to
                   Registrant's 1984 Employee Stock
                   Purchase Plan, as Amended and Restated
                   February 10, 1995, filed herewith.







                                        9


</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17196}]
{"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": "333-02971", "film-number": "96553219"}, "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 April 30, 1996
       -----------------------------------------------------------------

                       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)

         1984 CIRCUIT CITY STORES, INC. EMPLOYEE STOCK PURCHASE PLAN, AS
                     AMENDED AND RESTATED FEBRUARY 10, 1995,
                            AS AMENDED APRIL 9, 1996
        (Formerly 1984 CIRCUIT CITY STORES, INC. EMPLOYEE STOCK PURCHASE
                PLAN, AS AMENDED AND RESTATED FEBRUARY 15, 1994)
                            (Full title of the plan)

              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, par              1,000,000        $ 31.25 (1)    $ 31,250,000         $ 10,775.86
value $.50, with
attached Rights to
Purchase Preferred
Stock, Series E,
par value $20.00 (2)
The securities covered by this Registration Statement will be purchased
by  employees  of the  Registrant  from time to time under the 1984 Circuit City
Stores,  Inc. Employee Stock Purchase Plan, as Amended and Restated February 10,
1995, as Amended April 9, 1996.

     --------

(1) Estimated solely for 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 April 26, 1996.

(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.

                                        2
PART II.          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference

                  The  Company  hereby   incorporates  by  reference  into  this
Registration Statement the documents listed below which have been filed with the
Securities and Exchange Commission.

         (a)      The Annual Report on Form 10-K (File No. 1-5767) for
                  the fiscal year ended February 28, 1995.

         (b)      All reports filed  pursuant to Section 13 or 15(d) of the 1934
                  Act since the end of the  fiscal  year  covered  by the annual
                  report  referred  to in (a)  above,  including  the  Company's
                  Quarterly  Reports on Form 10-Q for the quarters ended May 31,
                  1995,  August 31, 1995 and November 30, 1995 and the Company's
                  Report on Form 8-K dated March 5, 1996.

         (c)      The description of the Common Stock appearing in
                  Amendment No. 5 dated March 13, 1996 to Form 8-A/A
                  filed with the Commission in connection with the
                  listing of the Common Stock on the New York Stock
                  Exchange.

                  In  addition,   the  Company  incorporates  by  reference  the
description  of the Rights  appearing in Amendment No. 1 dated March 13, 1996 in
its Form 8-A/A filed with the Commission in connection  with the listing of such
Rights on the New York Stock Exchange.

                  All documents  subsequently  filed by the Company  pursuant to
Sections  13,  14  and  15(d)  of  the  1934  Act,  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 Prospectus and to be a part
hereof from the date of filing 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 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 heirs,  executors and administrators)  against liabilities (including
expenses) reasonably incurred by him in connection

                                        3
with any actual or threatened action, suit or proceeding to which he may be made
a party by reason  of his being or having  been a  director  or  officer  of the
Company,  except in relation to any action,  suit or  proceeding in which he has
been adjudged liable because of willful misconduct or a knowing violation of the
criminal law.

         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 8.           Exhibits

                  See Exhibit Index following signatures.

Item 9.           Undertakings

                  The undersigned registrant hereby undertakes:

         (a) (1) To file,  during any period in which  offers or sales are being
made, a post-effective amendment to this registration statement:

                  (i)   To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
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  or any
material change to such information in the registration statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(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  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

                  (2)      That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective

                                        4
amendment  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities  at the 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) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933,  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
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  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.

         (c) That, insofar as indemnification  for liabilities arising under the
Securities Act of 1933 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  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against such liabilities  (other than 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 Act and will be governed by the final
adjudication of such issue.

                                        5
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 April 29,
1996.

                                             CIRCUIT CITY STORES, INC.
                                                    Registrant

                                           By: /s/ Michael T. Chalifoux
                                              ---------------------------
                                               Michael T. Chalifoux
                                               Chief Financial Officer

         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
* Richard L. Sharp                          President, Chief                            April 29, 1996
- ------------------                          Executive Officer
Richard L. Sharp                            and Chairman of the
                                            Board

* Alan L. Wurtzel                           Vice Chairman of the                        April 29, 1996
- -----------------                           Board and Director
Alan L. Wurtzel

/s/ Michael T. Chalifoux                    Senior Vice President,                      April 29, 1996
- ------------------------                    Chief Financial Officer,
Michael T. Chalifoux                        Secretary and Director

* Richard N. Cooper                         Director                                    April 29, 1996
- -------------------
Richard N. Cooper

* Barbara S. Feigin                         Director                                    April 29, 1996
- -------------------
Barbara S. Feigin

- ----------------------                      Director
Theodore D. Nierenberg

- -----------------------                     Director
Hugh G. Robinson

                                        6
* Walter J. Salmon                          Director                                    April 29, 1996
- --------------------
Walter J. Salmon

* Mikael Salovaara                          Director                                    April 29, 1996
- --------------------
Mikael Salovaara

* Edward Villanueva                         Director                                    April 29, 1996
- --------------------
Edward Villanueva

/s/ Keith D. Browning                       Corporate Controller,                       April 29, 1996
- ---------------------
Keith D. Browning                           Principal Accounting
                                            Officer

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

                                        7
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 February 15, 1996, filed as
                   Exhibit 4(b) to Registrant's Current
                   Report on Form 8-K dated March 5, 1996
                   (File No. 1-5767) are expressly
                   incorporated herein by this reference.

4.4                Amended and Restated Rights Agreement
                   dated March 5, 1996, between Registrant
                   and Norwest Bank Minnesota, N.A., as
                   Rights Agent, filed as Exhibit 4(a) to
                   Registrant's Current Report on Form 8-K
                   dated March 5, 1996 (File No. 1-5767) 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).

24                 Powers of Attorney.

                                        8
99.1               Registrant's 1984 Employee Stock
                   Purchase Plan, as Amended and Restated
                   February 10, 1995, filed herewith.

99.2               Amendment adopted April 9, 1996, to
                   Registrant's 1984 Employee Stock
                   Purchase Plan, as Amended and Restated
                   February 10, 1995, filed herewith.

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