Registration No. 333-
     As filed with the Securities and Exchange Commission on April 18, 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
                              (Full title of 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                                  Proposed Average Maximum    Proposed Maximum
      Securities to            Amount to be               Offering                Aggregate              Amount of
      be Registered             Registered            Price Per Share          Offering Price        Registration Fee

  Circuit City Stores,           5,700,000                $2.85(1)             $16,271,462(1)            $4,930.75
   Inc.--CarMax Group
      Common Stock,
  par value $.50, with
   attached Rights to
   Purchase Preferred
  Stock, Series F, par
    value $20.00 (2)

   Options to Purchase
Circuit City Stores, Inc.
  --CarMax Group Common
  Stock, par value $.50          4,762,384                 $ N/A                    $ N/A                   $ 0
</TABLE>


(1)      Estimated solely for the purpose of calculating the  registration  fee.
         Based on the exercise  prices of the Options  being  registered  hereby
         with respect to 4,762,384 shares of the Common Stock and on the average
         of the high and low  prices of the  Common  Stock on the New York Stock
         Exchange on April 16, 1997 with respect to the remaining  shares of the
         Common Stock.

(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 price of the shares of Common Stock.

(3)      The Options  represent  the right to purchase  4,762,384  shares of the
         Common  Stock  registered  hereby  for  which a fee has been  paid.  No
         additional filing fee is required under Rule 457(h)(1).

The  Common  Stock and  Rights  to  Purchase  Preferred  Stock  covered  by this
Registration  Statement will be offered to employees of the Registrant  pursuant
to incentive  awards  granted  under the Circuit City  Stores,  Inc.  1994 Stock
Incentive   Plan,  as  amended  (the  "Plan").   The  Options  covered  by  this
Registration  Statement  will be offered under the Plan to certain  employees of
the  Registrant  in exchange  for options to purchase  shares of common stock of
CarMax The Auto Superstores, Inc., a subsidiary of the Registrant.

               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 Prospectus filed with the Commission on February
                  5, 1997  pursuant  to Rule 424(b)  relating  to the  Company's
                  Registration   Statements  on  Form  S-3  (Registration   Nos.
                  333-15995 and 333-21039);

         (b)      all  other  reports  filed  with the  Commission  pursuant  to
                  Section 13(a) or 15(d) since February 29, 1996,  including the
                  Company's  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,  as amended on Form 8-A/A  filed with the
                  Commission  on  January  31,  1997 (File No.  1-5767)  and all
                  amendments  and reports filed for the purpose of updating such
                  description; 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,  as amended on Form 8-A/A
                  filed  with the  Commission  on  January  31,  1997  (File No.
                  1-5767) and all  amendments  and reports filed for the purpose
                  of updating such description.

         All documents  subsequently  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 a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining  unsold shall be deemed to be incorporated by
reference  into this  Registration  Statement  and to be a part  hereof from the
respective dates of filing of such documents.

Item 4.  Description of Securities.

         For  the  location  of  a  description  of  the  Circuit  City  Stores,
Inc.--CarMax Group Common Stock ("CarMax Group Stock"), see Item 3(d) above.

         The options  registered  hereby (the "Options")  represent the right to
purchase an aggregate of 4,762,384 shares of CarMax Group Stock. The Options are
being offered under the Plan to certain employees of the Company in exchange for
existing stock options covering shares of CarMax The Auto  Superstores,  Inc., a
subsidiary  of  the  Company  (the  "Subsidiary   Options").   The  Options  are
nonstatutory  stock options.  A total of 5,700,000  shares of CarMax Group Stock
have been  reserved for issuance  pursuant to incentive  awards,  including  the
Options, granted under the Plan.

         The number of shares  covered by the  Options  issuable  to an eligible
employee  is equal to 80% of the  number of  shares  covered  by the  Subsidiary
Options surrendered in exchange.  The exercise price of such Options is equal to
125% of the exercise  price of the Subsidiary  Options  surrendered in exchange.
The number of shares  covered by the Options and the exercise  price thereof are
subject to adjustment in the event of a stock dividend, stock split, subdivision
or consolidation of shares or other similar change in capitalization,  or if the
par value of the CarMax Group Stock is changed or if the Company is a party to a
consolidation or merger in which the Company is not the surviving corporation, a
transaction  that  results  in  the  acquisition  of  substantially  all  of the
Company's  outstanding  stock by a single person or entity or a sale or transfer
of substantially all of the Company's assets.

         The Options will vest and become exercisable in one-third increments on
each of the third,  fourth and fifth  anniversaries  of the date of grant of the
Subsidiary Options  surrendered in exchange.  The Options terminate  immediately
upon  termination of the  optionholder's  employment on a full-time basis except
that in the case of the  optionholder's  death or  termination  of employment on
account  of a  disability,  the  Options  may be  exercised  for up to one  year
thereafter as to any or all of the shares which could have been purchased  under
the  Options  at the date of death or  termination,  as the case may be.  If the
optionholder  ceases  to be an  employee  of the  CarMax  Group but  becomes  or
continues as an employee of the Circuit City Group, the number of shares subject
to the Options  will be  adjusted  by  multiplying  the  original  number by the
product of 20% and the  number of full years (not to exceed  five) from the date
of grant of the  Subsidiary  Options that the  optionholder  was employed by the
CarMax Group.  The expiration  date of the Options is the same as the expiration
date of the Subsidiary Options surrendered in exchange.

         The  Options  are not  transferable  other  than by will or the laws of
descent and distribution and are exercisable during the optionholder's  lifetime
only by the optionholder.

Item 6.  Indemnification of Directors and Officers.

         The laws of the Commonwealth of Virginia  pursuant to which the Company
is  incorporated  permit it to  indemnify  its officers  and  directors  against
certain  liabilities  with the  approval  of its  shareholders.  The Amended and
Restated  Articles of Incorporation of the Company,  which have been approved by
its shareholders,  provide for the  indemnification of each director and officer
(including  former directors and officers and each person who may have served at
the request of the  Company as a director  or officer of any other legal  entity
and,  in all such  cases,  his  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 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 April 18,
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 18th day of April, 1997.

Signature:                                    Title:


*Richard L. Sharp                             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


                                              Director
 Walter J. Salmon


*Mikael Salovaara                             Director
 Mikael Salovaara


                                              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                        Company's  Amended and Restated  Articles of
                                    Incorporation,  effective  February 3, 1997,
                                    filed  as  Exhibit  4.1  to  the   Company'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                        Company's  Bylaws,  as Amended and  Restated
                                    June 18, 1996, filed as Exhibit 3(ii) 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
                                    this reference.

         4.3                        Company's   Amended  and   Restated   Rights
                                    Agreement  dated  February 3, 1997,  between
                                    the  Company  and  Norwest  Bank  Minnesota,
                                    N.A., as Rights Agent,  filed as Exhibit 4.3
                                    to the Company's  Registration  Statement on
                                    Form S-8  (Registration No. 333-22759) filed
                                    on March 4, 1997, is expressly  incorporated
                                    herein by this reference.

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

         23.1                       Consent of KPMG Peat Marwick LLP.

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

         24                         Powers of  Attorney,  filed as Exhibit 24 to
                                    the Company's Registration Statement on Form
                                    S-8  (Registration  No.  333-22759) filed on
                                    March 4, 1997,  are  expressly  incorporated
                                    herein by this reference.

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

         99.2                       Amendment  adopted February 10, 1995, to the
                                    Company's 1994 Stock Incentive Plan filed as
                                    Exhibit 10(f) to the Company'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 the
                                    Company's 1994 Stock Incentive Plan filed as
                                    Exhibit  10(i)  to the  Company'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.

         99.4                       Amendment  adopted  January 24, 1997, to the
                                    Company's 1994 Stock Incentive Plan filed as
                                    Annex III to the Company's  Proxy  Statement
                                    filed with the  Commission  on December  24,
                                    1996 is  expressly  incorporated  herein  by
                                    this reference.
[{"type": "S-8", "sequence": "1", "description": "CIRCUIT CITY S-8", "secsgml_size_bytes": 22046}]
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Registration No. 333-
     As filed with the Securities and Exchange Commission on April 18, 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
                              (Full title of 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                                  Proposed Average Maximum    Proposed Maximum
      Securities to            Amount to be               Offering                Aggregate              Amount of
      be Registered             Registered            Price Per Share          Offering Price        Registration Fee

  Circuit City Stores,           5,700,000                $2.85(1)             $16,271,462(1)            $4,930.75
   Inc.--CarMax Group
      Common Stock,
  par value $.50, with
   attached Rights to
   Purchase Preferred
  Stock, Series F, par
    value $20.00 (2)

   Options to Purchase
Circuit City Stores, Inc.
  --CarMax Group Common
  Stock, par value $.50          4,762,384                 $ N/A                    $ N/A                   $ 0
(1)      Estimated solely for the purpose of calculating the  registration  fee.
         Based on the exercise  prices of the Options  being  registered  hereby
         with respect to 4,762,384 shares of the Common Stock and on the average
         of the high and low  prices of the  Common  Stock on the New York Stock
         Exchange on April 16, 1997 with respect to the remaining  shares of the
         Common Stock.

(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 price of the shares of Common Stock.

(3)      The Options  represent  the right to purchase  4,762,384  shares of the
         Common  Stock  registered  hereby  for  which a fee has been  paid.  No
         additional filing fee is required under Rule 457(h)(1).

The  Common  Stock and  Rights  to  Purchase  Preferred  Stock  covered  by this
Registration  Statement will be offered to employees of the Registrant  pursuant
to incentive  awards  granted  under the Circuit City  Stores,  Inc.  1994 Stock
Incentive   Plan,  as  amended  (the  "Plan").   The  Options  covered  by  this
Registration  Statement  will be offered under the Plan to certain  employees of
the  Registrant  in exchange  for options to purchase  shares of common stock of
CarMax The Auto Superstores, Inc., a subsidiary of the Registrant.

               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 Prospectus filed with the Commission on February
                  5, 1997  pursuant  to Rule 424(b)  relating  to the  Company's
                  Registration   Statements  on  Form  S-3  (Registration   Nos.
                  333-15995 and 333-21039);

         (b)      all  other  reports  filed  with the  Commission  pursuant  to
                  Section 13(a) or 15(d) since February 29, 1996,  including the
                  Company's  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,  as amended on Form 8-A/A  filed with the
                  Commission  on  January  31,  1997 (File No.  1-5767)  and all
                  amendments  and reports filed for the purpose of updating such
                  description; 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,  as amended on Form 8-A/A
                  filed  with the  Commission  on  January  31,  1997  (File No.
                  1-5767) and all  amendments  and reports filed for the purpose
                  of updating such description.

         All documents  subsequently  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 a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining  unsold shall be deemed to be incorporated by
reference  into this  Registration  Statement  and to be a part  hereof from the
respective dates of filing of such documents.

Item 4.  Description of Securities.

         For  the  location  of  a  description  of  the  Circuit  City  Stores,
Inc.--CarMax Group Common Stock ("CarMax Group Stock"), see Item 3(d) above.

         The options  registered  hereby (the "Options")  represent the right to
purchase an aggregate of 4,762,384 shares of CarMax Group Stock. The Options are
being offered under the Plan to certain employees of the Company in exchange for
existing stock options covering shares of CarMax The Auto  Superstores,  Inc., a
subsidiary  of  the  Company  (the  "Subsidiary   Options").   The  Options  are
nonstatutory  stock options.  A total of 5,700,000  shares of CarMax Group Stock
have been  reserved for issuance  pursuant to incentive  awards,  including  the
Options, granted under the Plan.

         The number of shares  covered by the  Options  issuable  to an eligible
employee  is equal to 80% of the  number of  shares  covered  by the  Subsidiary
Options surrendered in exchange.  The exercise price of such Options is equal to
125% of the exercise  price of the Subsidiary  Options  surrendered in exchange.
The number of shares  covered by the Options and the exercise  price thereof are
subject to adjustment in the event of a stock dividend, stock split, subdivision
or consolidation of shares or other similar change in capitalization,  or if the
par value of the CarMax Group Stock is changed or if the Company is a party to a
consolidation or merger in which the Company is not the surviving corporation, a
transaction  that  results  in  the  acquisition  of  substantially  all  of the
Company's  outstanding  stock by a single person or entity or a sale or transfer
of substantially all of the Company's assets.

         The Options will vest and become exercisable in one-third increments on
each of the third,  fourth and fifth  anniversaries  of the date of grant of the
Subsidiary Options  surrendered in exchange.  The Options terminate  immediately
upon  termination of the  optionholder's  employment on a full-time basis except
that in the case of the  optionholder's  death or  termination  of employment on
account  of a  disability,  the  Options  may be  exercised  for up to one  year
thereafter as to any or all of the shares which could have been purchased  under
the  Options  at the date of death or  termination,  as the case may be.  If the
optionholder  ceases  to be an  employee  of the  CarMax  Group but  becomes  or
continues as an employee of the Circuit City Group, the number of shares subject
to the Options  will be  adjusted  by  multiplying  the  original  number by the
product of 20% and the  number of full years (not to exceed  five) from the date
of grant of the  Subsidiary  Options that the  optionholder  was employed by the
CarMax Group.  The expiration  date of the Options is the same as the expiration
date of the Subsidiary Options surrendered in exchange.

         The  Options  are not  transferable  other  than by will or the laws of
descent and distribution and are exercisable during the optionholder's  lifetime
only by the optionholder.

Item 6.  Indemnification of Directors and Officers.

         The laws of the Commonwealth of Virginia  pursuant to which the Company
is  incorporated  permit it to  indemnify  its officers  and  directors  against
certain  liabilities  with the  approval  of its  shareholders.  The Amended and
Restated  Articles of Incorporation of the Company,  which have been approved by
its shareholders,  provide for the  indemnification of each director and officer
(including  former directors and officers and each person who may have served at
the request of the  Company as a director  or officer of any other legal  entity
and,  in all such  cases,  his  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 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 April 18,
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 18th day of April, 1997.

Signature:                                    Title:

*Richard L. Sharp                             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

                                              Director
 Walter J. Salmon

*Mikael Salovaara                             Director
 Mikael Salovaara

                                              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                        Company's  Amended and Restated  Articles of
                                    Incorporation,  effective  February 3, 1997,
                                    filed  as  Exhibit  4.1  to  the   Company'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                        Company's  Bylaws,  as Amended and  Restated
                                    June 18, 1996, filed as Exhibit 3(ii) 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
                                    this reference.

         4.3                        Company's   Amended  and   Restated   Rights
                                    Agreement  dated  February 3, 1997,  between
                                    the  Company  and  Norwest  Bank  Minnesota,
                                    N.A., as Rights Agent,  filed as Exhibit 4.3
                                    to the Company's  Registration  Statement on
                                    Form S-8  (Registration No. 333-22759) filed
                                    on March 4, 1997, is expressly  incorporated
                                    herein by this reference.

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

         23.1                       Consent of KPMG Peat Marwick LLP.

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

         24                         Powers of  Attorney,  filed as Exhibit 24 to
                                    the Company's Registration Statement on Form
                                    S-8  (Registration  No.  333-22759) filed on
                                    March 4, 1997,  are  expressly  incorporated
                                    herein by this reference.

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

         99.2                       Amendment  adopted February 10, 1995, to the
                                    Company's 1994 Stock Incentive Plan filed as
                                    Exhibit 10(f) to the Company'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 the
                                    Company's 1994 Stock Incentive Plan filed as
                                    Exhibit  10(i)  to the  Company'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.

         99.4                       Amendment  adopted  January 24, 1997, to the
                                    Company's 1994 Stock Incentive Plan filed as
                                    Annex III to the Company's  Proxy  Statement
                                    filed with the  Commission  on December  24,
                                    1996 is  expressly  incorporated  herein  by
                                    this reference.