Registration No. ___________

       As filed with the Securities and Exchange Commission on January 24, 1997



                       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
         (Formerly Circuit City Stores, Inc. 1994 Stock Incentive 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>

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


        Title of                                     Proposed Maximum        Proposed Maximum
      Securities to            Amount to be              Offering               Aggregate               Amount of
      be Registered           Registered (2)       Price Per Share (1)      Offering Price(1)        Registration Fee

         Common                  3,000,000              $33.8125(1)            $101,437,500(1)            $30,738.64
 Stock, par value $.50,
 with attached Rights to
   Purchase Preferred
  Stock, Series E., par
    value $20.00 (2)

</TABLE>

(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 January 17, 1997.

(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 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.

<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 Company's Annual Report on Form 10-K for the fiscal year ended February
     29, 1996;

(b)  all other  reports filed with the  Commission  pursuant to Section 13(a) or
     15(d) since February 29, 1996, including the Quarterly Reports on Form 10-Q
     for the fiscal  quarters ended May 31, 1996,  August 31, 1996, and November
     30,  1996 and the  Company's  Current  Reports  on Form 8-K filed  with the
     Commission on March 8, 1996 and November 1, 1996;

(c)  the Company's  Proxy  Statement  filed with the  Commission on December 24,
     1996, but only as to Annexes V, VI and VII;

(d)  the description of the Company's Common Stock contained in the Registration
     Statement  on Form 8-A filed with the  Commission  on January 2, 1997 (File
     No. 1-5767); and

(e)  the description of the Rights to Purchase Preferred Stock, Series E and the
     Rights to Purchase Preferred Stock,  Series F contained in the Registration
     Statement  on Form 8-A filed with the  Commission  on January 2, 1997 (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, his heirs,
executors  and   administrators)   against  liabilities   (including   expenses)
reasonably  incurred by him in connection 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 form 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  (1)(i) and (1)(ii) do not apply if the
Registration  Statement is on Form S-3 or Form S-8 and the information  required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange  Act that are  incorporated  by  reference  in the  Registration
Statement.

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

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

     (b)  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 January 21,
1997.

                                                     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 on this the 21st day of January, 1997.

Signature:                                           Title:

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


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



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


*Richard N. Cooper                                Director
 Richard N. Cooper



*Barbara S. Feigin                                Director
 Barbara S. Feigin


*Theodore D. Nierenberg                           Director
 Theodore D. Nierenberg


*Hugh G. Robinson                                 Director
 Hugh G. Robinson


*Walter J. Salmon                                 Director
 Walter J. Salmon


*Mikael Salovaara                                 Director
 Mikael Salovaara


*John W. Snow                                     Director
 John W. Snow


*Edward Villanueva                                Director
 Edward Villanueva

 
 /s/ Philip J. Dunn                               Principal Accounting Officer
 Philip J. Dunn




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

<PAGE>


                                  EXHIBIT INDEX

         Exhibit           Document
         Number

          4.1  Registrant's  Amended and  Restated  Articles  of  Incorporation,
               effective  July 10, 1996,  filed as Exhibit 3(i) to the Company's
               Quarterly  Report on Form 10-Q for the quarter ended May 31, 1996
               (File No. 1-5767) are expressly incorporated herein by reference.

          4.2  Registrant's Bylaws, as Amended and Restated June 18, 1996, filed
               as Exhibit 3(ii) to  Registrant's  Quarterly  Report on Form 10-Q
               for the  quarter  ended  May  31,  1996  (File  No.  1-5767)  are
               expressly incorporated herein by this reference.

          4.3  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.

          99.1 Registrant's 1994 Stock Incentive Plan filed as Exhibit 99 to the
               Registrant's Registration Statement on Form S-8 (Registration No.
               033-5667)  filed on December 1, 1994,  is expressly  incorporated
               herein by this reference.

          99.2 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.

          99.3 Amendment  adopted  April 9,  1996,  to  Registrant's  1994 Stock
               Incentive  Plan  filed  as  Exhibit  10(i)  to  the  Registrant's
               Quarterly  Report on Form 10-Q for the quarter ended May 31, 1996
               (File  No.  1-5767)  is  expressly  incorporated  herein  by this
               reference.
[{"type": "S-8", "sequence": "1", "description": "CIRCUIT CITY S-8", "secsgml_size_bytes": 15865}]
{"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": "333-20303", "film-number": "97509948"}, "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 January 24, 1997

                       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
         (Formerly Circuit City Stores, Inc. 1994 Stock Incentive 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

        Title of                                     Proposed Maximum        Proposed Maximum
      Securities to            Amount to be              Offering               Aggregate               Amount of
      be Registered           Registered (2)       Price Per Share (1)      Offering Price(1)        Registration Fee

         Common                  3,000,000              $33.8125(1)            $101,437,500(1)            $30,738.64
 Stock, par value $.50,
 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 January 17, 1997.

(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 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.
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 Company's Annual Report on Form 10-K for the fiscal year ended February
     29, 1996;

(b)  all other  reports filed with the  Commission  pursuant to Section 13(a) or
     15(d) since February 29, 1996, including the Quarterly Reports on Form 10-Q
     for the fiscal  quarters ended May 31, 1996,  August 31, 1996, and November
     30,  1996 and the  Company's  Current  Reports  on Form 8-K filed  with the
     Commission on March 8, 1996 and November 1, 1996;

(c)  the Company's  Proxy  Statement  filed with the  Commission on December 24,
     1996, but only as to Annexes V, VI and VII;

(d)  the description of the Company's Common Stock contained in the Registration
     Statement  on Form 8-A filed with the  Commission  on January 2, 1997 (File
     No. 1-5767); and

(e)  the description of the Rights to Purchase Preferred Stock, Series E and the
     Rights to Purchase Preferred Stock,  Series F contained in the Registration
     Statement  on Form 8-A filed with the  Commission  on January 2, 1997 (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, his heirs,
executors  and   administrators)   against  liabilities   (including   expenses)
reasonably  incurred by him in connection 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 form 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  (1)(i) and (1)(ii) do not apply if the
Registration  Statement is on Form S-3 or Form S-8 and the information  required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange  Act that are  incorporated  by  reference  in the  Registration
Statement.

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

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

     (b)  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 January 21,
1997.

                                                     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 on this the 21st day of January, 1997.

Signature:                                           Title:

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

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

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

*Richard N. Cooper                                Director
 Richard N. Cooper

*Barbara S. Feigin                                Director
 Barbara S. Feigin

*Theodore D. Nierenberg                           Director
 Theodore D. Nierenberg

*Hugh G. Robinson                                 Director
 Hugh G. Robinson

*Walter J. Salmon                                 Director
 Walter J. Salmon

*Mikael Salovaara                                 Director
 Mikael Salovaara

*John W. Snow                                     Director
 John W. Snow

*Edward Villanueva                                Director
 Edward Villanueva

 
 /s/ Philip J. Dunn                               Principal Accounting Officer
 Philip J. Dunn

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

         Exhibit           Document
         Number

          4.1  Registrant's  Amended and  Restated  Articles  of  Incorporation,
               effective  July 10, 1996,  filed as Exhibit 3(i) to the Company's
               Quarterly  Report on Form 10-Q for the quarter ended May 31, 1996
               (File No. 1-5767) are expressly incorporated herein by reference.

          4.2  Registrant's Bylaws, as Amended and Restated June 18, 1996, filed
               as Exhibit 3(ii) to  Registrant's  Quarterly  Report on Form 10-Q
               for the  quarter  ended  May  31,  1996  (File  No.  1-5767)  are
               expressly incorporated herein by this reference.

          4.3  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.

          99.1 Registrant's 1994 Stock Incentive Plan filed as Exhibit 99 to the
               Registrant's Registration Statement on Form S-8 (Registration No.
               033-5667)  filed on December 1, 1994,  is expressly  incorporated
               herein by this reference.

          99.2 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.

          99.3 Amendment  adopted  April 9,  1996,  to  Registrant's  1994 Stock
               Incentive  Plan  filed  as  Exhibit  10(i)  to  the  Registrant's
               Quarterly  Report on Form 10-Q for the quarter ended May 31, 1996
               (File  No.  1-5767)  is  expressly  incorporated  herein  by this
               reference.