Registration No. 333-____
            As filed with the Securities and Exchange Commission on May 18, 1998

--------------------------------------------------------------------------------

                       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 17, 1998
                            (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)


<PAGE>



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C>

Title of Securities                           Proposed Maximum       Proposed Maximum      Amount of Registration
  to be Registered        Amount to be       Offering Price Per     Aggregate Offering              Fee
                           Registered            Share (1)              Price (1)
    Circuit City           1,000,000               $40.00              $40,000,000               $11,800.00
   Stores, Inc. -
 Circuit City Group
 Common Stock, par
  value $.50, with
 attached Rights to
 Purchase Preferred
  Stock, Series E,
 par value, $20.00
        (2)                  

    Circuit City               (5)                   N/A                    N/A                      -0-
   Stores, Inc. -
CarMax Group Common
  Stock, par value
   $.50 (3), with
 attached Rights to
 Purchase Preferred
  Stock, Series F,
par value $20.00 (4)
</TABLE>


         (1)      Estimated   solely  for  the   purpose  of   calculating   the
                  registration  fee.  Based on the  average  of the high and low
                  prices of the  Circuit  City Group Stock on the New York Stock
                  Exchange on May 15, 1998.

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

         (3)      Registered  solely  because  the shares of Circuit  City Group
                  Stock registered for sale under the Plan may be converted,  at
                  the  option of the  Registrant,  into  shares of CarMax  Group
                  Stock in  accordance  with the terms of the Circuit City Group
                  Stock. No additional consideration will be paid by the holders
                  of Circuit City Group Stock upon a  conversion  of the Circuit
                  City Group  Stock into CarMax  Group  Stock.  Accordingly,  no
                  separate fee is paid.

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

         (5)      This Registration  Statement registers an indeterminate number
                  of shares of CarMax  Group  Stock  (including  the  associated
                  Rights)  issuable upon any conversion of the shares of Circuit
                  City Group Stock registered under this Registration Statement.

         The Securities  covered by this Registration  Statement will be sold to
employees  of the  Registrant  from  time to time  under the 1984  Circuit  City
Stores,  Inc. Employee Stock Purchase Plan, as Amended and Restated February 17,
1998.

<PAGE>
                                     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 Securities and Exchange Commission (the "Commission").

         (a)      the Company's Annual Report on Form 10-K (File No. 1-5767) for
                  the  fiscal  year  ended  February  28,  1997  filed  with the
                  Commission on May 29, 1997;

         (b)      all  other  reports  filed  with the  Commission  pursuant  to
                  Section 13(a) or 15(d) of the Securities  Exchange Act of 1934
                  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,  1997,
                  August  31,  1997 and  November  30,  1997  and the  Company's
                  Current  Report on Form 8-K filed with the  Commission on July
                  2, 1997;

         (c)      the  description  of the  Company's  Circuit City Group Common
                  Stock and the Company's 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 and
                  April 28,  1998  (File No.  1-5767);  and all  amendments  and
                  reports  filed for the purpose of updating  such  description;
                  and

         (d)      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 (File No. 1-5767).

         All documents  filed by the Company,  pursuant to Section 13(a),  14 or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
prior  to the  filing  of  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  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, heirs,  executors and administrators or such persons) against liabilities
(including  expenses)  reasonably incurred by them in connection with any actual
or  threatened  action,  suit or  proceeding  to which such person may be made a
party by reason of being or having  been a director  or officer of the  Company,
except in relation to any action,  suit or  proceeding  in which such person 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 the Registration Statement:

              (i) To include any prospectus  required by Section 10(a)(3) of the
Securities Act of 1933 ("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 paragraph (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  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) 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
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)  shall  be  deemed  to be a new
registration  statement  relating to the  securities  offered  therein,  and the
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  Securities  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  Securities
Act and will be governed by the final adjudication of such issue.


<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 May 18, 1998.

                            CIRCUIT CITY STORES, INC.
                            Registrant



                            By:    /s/  Michael T. Chalifoux
                                  Name:   Michael T. Chalifoux
                                  Title:  Senior Vice President,
                                          Chief Financial Officer
                                          and Secretary

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities on this the 18th day of May, 1998.

Signature:                              Title:


Richard L. Sharp*                       Chief Executive Officer
Richard L. Sharp                        and Chairman of the Board


Alan L. Wurtzel*                        Vice Chairman of the Board and Director
Alan L. Wurtzel


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


Richard N. Cooper*                      Director
Richard N. Cooper


Barbara S. Feigin*                      Director
Barbara S. Feigin


Robert S. Jepson, Jr.*                  Director
Robert S. Jepson, Jr.


Hugh G. Robinson*                       Director
Hugh G. Robinson


Walter J. Salmon*                       Director
Walter J. Salmon


Mikael Salovaara*                       Director
Mikael Salovaara


________________                        Director
John W. Snow


Edward Villanueva*                      Director
Edward Villanueva


Philip J. Dunn*                         Principal Accounting Officer
Philip J. Dunn




*By:     /s/ Michael T. Chalifoux
         Name:    Michael T. Chalifoux
         Title:   Attorney-in-Fact


<PAGE>


                                  EXHIBIT INDEX

         Exhibit    Document
         Number

          4.1       Registrant's Amended and Restated Articles of Incorporation,
                    effective  February  3, 1997,  filed as  Exhibit  4.1 to the
                    Registrant's    Registration    Statement    on   Form   S-8
                    (Registration  No.  333-22759)  filed on March 4, 1997,  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 4 to Registrant's
                    Form 8-A  filed  April  28,  1998  (File  No.  1-5767),  are
                    expressly incorporated herein by this reference.

          4.3       Registrant's  Bylaws,  as Amended  and  Restated  August 19,
                    1997,  filed as Exhibit 3(i) to the  Registrant's  Quarterly
                    Report on Form 10-Q for the  quarter  ended  August 31, 1997
                    (File No. 1-5767) are expressly  incorporated herein by this
                    reference.

          4.4       Rights  Agreement  dated as of April 14,  1998,  between the
                    Registrant  and  Norwest  Bank  Minnesota,  N.A.,  as Rights
                    Agent,  filed as Exhibit 1 to the Registrant's  Registration
                    Statement on Form 8-A (File No.  1-5767)  filed on April 28,
                    1998 is expressly incorporated herein by this reference.

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

          23.1      Consent of KPMG Peat Marwick LLP.

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

          24        Powers of Attorney, filed herewith.

          99.1      Registrant's  1984 Employee  Stock Purchase Plan, as Amended
                    and Restated February 17, 1998, filed herewith.
[{"type": "S-8", "sequence": "1", "description": "CIRCUIT CITY S-8", "secsgml_size_bytes": 17282}]
{"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": "333-52935", "film-number": "98627350"}, "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. 333-____
            As filed with the Securities and Exchange Commission on May 18, 1998

--------------------------------------------------------------------------------

                       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 17, 1998
                            (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                           Proposed Maximum       Proposed Maximum      Amount of Registration
  to be Registered        Amount to be       Offering Price Per     Aggregate Offering              Fee
                           Registered            Share (1)              Price (1)
    Circuit City           1,000,000               $40.00              $40,000,000               $11,800.00
   Stores, Inc. -
 Circuit City Group
 Common Stock, par
  value $.50, with
 attached Rights to
 Purchase Preferred
  Stock, Series E,
 par value, $20.00
        (2)                  

    Circuit City               (5)                   N/A                    N/A                      -0-
   Stores, Inc. -
CarMax Group Common
  Stock, par value
   $.50 (3), with
 attached Rights to
 Purchase Preferred
  Stock, Series F,
par value $20.00 (4)
(1)      Estimated   solely  for  the   purpose  of   calculating   the
                  registration  fee.  Based on the  average  of the high and low
                  prices of the  Circuit  City Group Stock on the New York Stock
                  Exchange on May 15, 1998.

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

         (3)      Registered  solely  because  the shares of Circuit  City Group
                  Stock registered for sale under the Plan may be converted,  at
                  the  option of the  Registrant,  into  shares of CarMax  Group
                  Stock in  accordance  with the terms of the Circuit City Group
                  Stock. No additional consideration will be paid by the holders
                  of Circuit City Group Stock upon a  conversion  of the Circuit
                  City Group  Stock into CarMax  Group  Stock.  Accordingly,  no
                  separate fee is paid.

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

         (5)      This Registration  Statement registers an indeterminate number
                  of shares of CarMax  Group  Stock  (including  the  associated
                  Rights)  issuable upon any conversion of the shares of Circuit
                  City Group Stock registered under this Registration Statement.

         The Securities  covered by this Registration  Statement will be sold to
employees  of the  Registrant  from  time to time  under the 1984  Circuit  City
Stores,  Inc. Employee Stock Purchase Plan, as Amended and Restated February 17,
1998.
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 Securities and Exchange Commission (the "Commission").

         (a)      the Company's Annual Report on Form 10-K (File No. 1-5767) for
                  the  fiscal  year  ended  February  28,  1997  filed  with the
                  Commission on May 29, 1997;

         (b)      all  other  reports  filed  with the  Commission  pursuant  to
                  Section 13(a) or 15(d) of the Securities  Exchange Act of 1934
                  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,  1997,
                  August  31,  1997 and  November  30,  1997  and the  Company's
                  Current  Report on Form 8-K filed with the  Commission on July
                  2, 1997;

         (c)      the  description  of the  Company's  Circuit City Group Common
                  Stock and the Company's 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 and
                  April 28,  1998  (File No.  1-5767);  and all  amendments  and
                  reports  filed for the purpose of updating  such  description;
                  and

         (d)      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 (File No. 1-5767).

         All documents  filed by the Company,  pursuant to Section 13(a),  14 or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
prior  to the  filing  of  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  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, heirs,  executors and administrators or such persons) against liabilities
(including  expenses)  reasonably incurred by them in connection with any actual
or  threatened  action,  suit or  proceeding  to which such person may be made a
party by reason of being or having  been a director  or officer of the  Company,
except in relation to any action,  suit or  proceeding  in which such person 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 the Registration Statement:

              (i) To include any prospectus  required by Section 10(a)(3) of the
Securities Act of 1933 ("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 paragraph (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  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) 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
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)  shall  be  deemed  to be a new
registration  statement  relating to the  securities  offered  therein,  and the
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  Securities  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  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 May 18, 1998.

                            CIRCUIT CITY STORES, INC.
                            Registrant

                            By:    /s/  Michael T. Chalifoux
                                  Name:   Michael T. Chalifoux
                                  Title:  Senior Vice President,
                                          Chief Financial Officer
                                          and Secretary

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities on this the 18th day of May, 1998.

Signature:                              Title:

Richard L. Sharp*                       Chief Executive Officer
Richard L. Sharp                        and Chairman of the Board

Alan L. Wurtzel*                        Vice Chairman of the Board and Director
Alan L. Wurtzel

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

Richard N. Cooper*                      Director
Richard N. Cooper

Barbara S. Feigin*                      Director
Barbara S. Feigin

Robert S. Jepson, Jr.*                  Director
Robert S. Jepson, Jr.

Hugh G. Robinson*                       Director
Hugh G. Robinson

Walter J. Salmon*                       Director
Walter J. Salmon

Mikael Salovaara*                       Director
Mikael Salovaara

________________                        Director
John W. Snow

Edward Villanueva*                      Director
Edward Villanueva

Philip J. Dunn*                         Principal Accounting Officer
Philip J. Dunn

*By:     /s/ Michael T. Chalifoux
         Name:    Michael T. Chalifoux
         Title:   Attorney-in-Fact
EXHIBIT INDEX

         Exhibit    Document
         Number

          4.1       Registrant's Amended and Restated Articles of Incorporation,
                    effective  February  3, 1997,  filed as  Exhibit  4.1 to the
                    Registrant's    Registration    Statement    on   Form   S-8
                    (Registration  No.  333-22759)  filed on March 4, 1997,  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 4 to Registrant's
                    Form 8-A  filed  April  28,  1998  (File  No.  1-5767),  are
                    expressly incorporated herein by this reference.

          4.3       Registrant's  Bylaws,  as Amended  and  Restated  August 19,
                    1997,  filed as Exhibit 3(i) to the  Registrant's  Quarterly
                    Report on Form 10-Q for the  quarter  ended  August 31, 1997
                    (File No. 1-5767) are expressly  incorporated herein by this
                    reference.

          4.4       Rights  Agreement  dated as of April 14,  1998,  between the
                    Registrant  and  Norwest  Bank  Minnesota,  N.A.,  as Rights
                    Agent,  filed as Exhibit 1 to the Registrant's  Registration
                    Statement on Form 8-A (File No.  1-5767)  filed on April 28,
                    1998 is expressly incorporated herein by this reference.

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

          23.1      Consent of KPMG Peat Marwick LLP.

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

          24        Powers of Attorney, filed herewith.

          99.1      Registrant's  1984 Employee  Stock Purchase Plan, as Amended
                    and Restated February 17, 1998, filed herewith.