Registration No.__________

      As filed with the Securities and Exchange Commission on March 7, 2001


                       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
                        FOR CIRCUIT CITY GROUP EMPLOYEES
               AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 13, 2001
                            (Full title of the plan)

                               W. Alan McCollough
                      President and Chief Executive Officer
                            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:

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

Circuit City               2,500,000              $13.99               $34,975,000               $8,743.75
Stores, Inc.--
Circuit City
Group Common
Stock, Par Value
$.50, with
attached rights to
purchase
Preferred Stock,
Series E, Par
Value $20.00 (1)
</TABLE>

(1)      The rights to purchase Series E Preferred Stock will be attached to and
         trade  with  shares  of  Circuit   City  Group  Common   Stock.   Value
         attributable  to such rights,  if any,  will be reflected in the market
         price of the shares of Common Stock.

(2)      Estimated solely for the purpose of calculating the  registration  fee.
         Based on the average of the high and low per share sales  prices of the
         Circuit City Group Common Stock reported in the consolidated  reporting
         system on March 6, 2001.

         The securities  covered by this Registration  Statement will be sold to
         employees of the Company and its subsidiaries  from time to time under
         the 1984 Circuit City Stores,  Inc.  Employee  Stock  Purchase Plan for
         Circuit  City Group  Employees  as Amended and  Restated  February 13,
         2001.

<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:

(a)      the  Company's  Annual  Report on Form 10-K (File No.  1-5767)  for the
         fiscal year ended  February 29, 2000,  filed with the Commission on May
         23, 2000;

(b)      the Company's Current Report on Form 8-K (File No. 1-5767),  filed with
         the Commission on July 26, 2000;

(c)      the Company's  Quarterly  Report on Form 10-Q (File No. 1-5767) for the
         quarterly  period ended May 31, 2000, filed with the Commission on July
         13, 2000;

(d)      the Company's  Quarterly  Report on Form 10-Q (File No. 1-5767) for the
         quarterly  period ended August 31, 2000,  filed with the  Commission on
         October 16, 2000;

(e)      the Company's  Quarterly  Report on Form 10-Q (File No. 1-5767) for the
         quarterly  period ended November 30, 2000, filed with the Commission on
         January 12, 2001;

(f)      the  description  of the  Company's  Circuit  City 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,  April 28, 1998, and May
         7, 1999,  and as the same may be further  amended after the date hereof
         (File No. 1-5767); and

(g)      the description of the Rights to Purchase  Preferred  Stock,  Series E,
         contained  in the  Registration  Statement  on Form 8-A filed  with the
         Commission  on April 28, 1998,  as amended on Form 8-A/A filed with the
         Commission on May 7, 1999, and as the same may be amended further after
         the date hereof (File No. 1-5767).

         In addition,  all documents  filed by the Company  pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act of 1934, 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 6.   Indemnification of Directors and Officers.

         The laws of the Commonwealth of Virginia  pursuant to which the Company
is  incorporated  permit the Company 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 the Company's 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  or  her  heirs,  executors  and
administrators)  against liabilities (including expenses) reasonably incurred by
him  or her in  connection  with  any  actual  or  threatened  action,  suit  or
proceeding  to which he or she may be made a party by reason of his or her being
or having been a director or officer of the  Company,  except in relation to any
action,  suit or proceeding in which he or she 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.

         (a)      The undersigned registrant hereby undertakes:

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

                                    (i) To include  any  prospectus  required by
                                    Section  10(a)(3) of the  Securities  Act of
                                    1933, as amended (the "Securities Act");

                                    (ii) To reflect in the  prospectus any facts
                                    or events  arising after the effective  date
                                    of this 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 this  Registration
                                    Statement  or any  material  change  to such
                                    information in the Registration Statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the Registration  Statement is on Form S-3 or Form S-8 and
         the information  required to be included in a post-effective  amendment
         by those  paragraphs  is  contained in periodic  reports  filed with or
         furnished to the Commission 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) The undersigned  registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company'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 a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act 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  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 the 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 March 7,
2001.

                            CIRCUIT CITY STORES, INC.
                            Registrant


                            By: s/Michael T. Chalifoux
                                ------------------------------
                                Michael T. Chalifoux
                                Executive Vice President,
                                Chief Financial Officer and
                                Corporate 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 and on the dates indicated.

<TABLE>
<S> <C>
Signature                           Title                              Date


W. Alan McCollough*                 President, Chief Executive Officer    March 7, 2001
---------------------------         and Director
W. Alan McCollough

Richard L. Sharp*                   Chairman of the Board and             March 7, 2001
---------------------------         Director
Richard L. Sharp

Alan L. Wurtzel*                    Vice Chairman of the Board and        March 7, 2001
---------------------------         Director
Alan L. Wurtzel


s/Michael T. Chalifoux              Executive Vice President, Chief       March 7, 2001
---------------------------         Financial Officer, Corporate
Michael T. Chalifoux                Secretary and Director


Richard N. Cooper*                  Director                              March 7, 2001
---------------------------
Richard N. Cooper

Barbara S. Feigin*                  Director                              March 7, 2001
---------------------------
Barbara S. Feigin

James F. Hardymon*                  Director                              March 7, 2001
---------------------------
James F. Hardymon

Robert S. Jepson, Jr.*              Director                              March 7, 2001
---------------------------
Robert S. Jepson, Jr.

Hugh G. Robinson*                   Director                              March 7, 2001
---------------------------
Hugh G. Robinson

Walter J. Salmon*                   Director                              March 7, 2001
---------------------------
Walter J. Salmon

Mikael Salovaara*                   Director                              March 7, 2001
---------------------------
Mikael Salovaara

John W. Snow*                       Director                              March 7, 2001
---------------------------
John W. Snow


s/Philip J. Dunn                    Senior Vice President, Treasurer,     March 7, 2001
---------------------------         Corporate Controller and Chief
Philip J. Dunn                      Accounting Officer

</TABLE>
*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  February  3,  1997,  filed with the  Commission  as
                  Exhibit 3(i)(a) to Registrant's  Amended  Quarterly  Report on
                  Form  10-Q/A  for the  quarter  ended May 31,  1999  (File No.
                  1-5767), 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  3(i)(b) to  Registrant's
                  Amended  Quarterly Report on Form 10-Q/A for the quarter ended
                  May 31,1999  (File No.  1-5767),  are  expressly  incorporated
                  herein by this reference.

4.3               Registrant's Articles of Amendment to Registrant's Amended and
                  Restated Articles of  Incorporation,  effective June 22, 1999,
                  filed with the Commission as Exhibit  3(i)(c) to  Registrant's
                  Amended  Quarterly Report on Form 10-Q/A for the quarter ended
                  May 31, 1999 (File No.  1-5767),  are  expressly  incorporated
                  herein by this reference.

4.4               Registrant's  Bylaws,  as amended and restated April 11, 2000,
                  filed with the  Commission  as Exhibit  3(ii) to  Registrant's
                  Quarterly  Report on Form 10-Q for the  quarter  ended May 31,
                  2000 (File No. 1-5767),  are expressly  incorporated herein by
                  this reference.

4.5               First  Amended  and  Restated  Rights  Agreement  dated  as of
                  February  16,  1999,   between  Registrant  and  Norwest  Bank
                  Minnesota,  N.A.,  as  Rights  Agent,  filed as  Exhibit  1 to
                  Registrant's  Form 8-A/A filed May 7, 1999 (File No.  1-5767),
                  is expressly incorporated herein by this reference.

5                 Opinion and Consent of McGuireWoods LLP, filed herewith.

23.1              Consent of KPMG LLP, filed herewith.

23.2              Consent of McGuireWoods LLP (included in Exhibit 5).

24                Powers of Attorney, filed herewith.

99.1              Registrant's  1984 Circuit City Stores,  Inc.  Employee  Stock
                  Purchase Plan for Circuit City Group  Employees as Amended and
                  Restated effective February 13, 2001, filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "CIRCUIT CITY S-8", "secsgml_size_bytes": 18333}]
{"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": "333-56662", "film-number": "1562937"}, "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 March 7, 2001

                       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
                        FOR CIRCUIT CITY GROUP EMPLOYEES
               AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 13, 2001
                            (Full title of the plan)

                               W. Alan McCollough
                      President and Chief Executive Officer
                            Circuit City Stores, Inc.
                               9950 Mayland Drive
                            Richmond, Virginia 23233
                     (Name and address of agent for service)

                                 (804) 527-4000
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE:

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

Circuit City               2,500,000              $13.99               $34,975,000               $8,743.75
Stores, Inc.--
Circuit City
Group Common
Stock, Par Value
$.50, with
attached rights to
purchase
Preferred Stock,
Series E, Par
Value $20.00 (1)
(1)      The rights to purchase Series E Preferred Stock will be attached to and
         trade  with  shares  of  Circuit   City  Group  Common   Stock.   Value
         attributable  to such rights,  if any,  will be reflected in the market
         price of the shares of Common Stock.

(2)      Estimated solely for the purpose of calculating the  registration  fee.
         Based on the average of the high and low per share sales  prices of the
         Circuit City Group Common Stock reported in the consolidated  reporting
         system on March 6, 2001.

         The securities  covered by this Registration  Statement will be sold to
         employees of the Company and its subsidiaries  from time to time under
         the 1984 Circuit City Stores,  Inc.  Employee  Stock  Purchase Plan for
         Circuit  City Group  Employees  as Amended and  Restated  February 13,
         2001.
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:

(a)      the  Company's  Annual  Report on Form 10-K (File No.  1-5767)  for the
         fiscal year ended  February 29, 2000,  filed with the Commission on May
         23, 2000;

(b)      the Company's Current Report on Form 8-K (File No. 1-5767),  filed with
         the Commission on July 26, 2000;

(c)      the Company's  Quarterly  Report on Form 10-Q (File No. 1-5767) for the
         quarterly  period ended May 31, 2000, filed with the Commission on July
         13, 2000;

(d)      the Company's  Quarterly  Report on Form 10-Q (File No. 1-5767) for the
         quarterly  period ended August 31, 2000,  filed with the  Commission on
         October 16, 2000;

(e)      the Company's  Quarterly  Report on Form 10-Q (File No. 1-5767) for the
         quarterly  period ended November 30, 2000, filed with the Commission on
         January 12, 2001;

(f)      the  description  of the  Company's  Circuit  City 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,  April 28, 1998, and May
         7, 1999,  and as the same may be further  amended after the date hereof
         (File No. 1-5767); and

(g)      the description of the Rights to Purchase  Preferred  Stock,  Series E,
         contained  in the  Registration  Statement  on Form 8-A filed  with the
         Commission  on April 28, 1998,  as amended on Form 8-A/A filed with the
         Commission on May 7, 1999, and as the same may be amended further after
         the date hereof (File No. 1-5767).

         In addition,  all documents  filed by the Company  pursuant to Sections
13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act of 1934, 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 6.   Indemnification of Directors and Officers.

         The laws of the Commonwealth of Virginia  pursuant to which the Company
is  incorporated  permit the Company 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 the Company's 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  or  her  heirs,  executors  and
administrators)  against liabilities (including expenses) reasonably incurred by
him  or her in  connection  with  any  actual  or  threatened  action,  suit  or
proceeding  to which he or she may be made a party by reason of his or her being
or having been a director or officer of the  Company,  except in relation to any
action,  suit or proceeding in which he or she 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.

         (a)      The undersigned registrant hereby undertakes:

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

                                    (i) To include  any  prospectus  required by
                                    Section  10(a)(3) of the  Securities  Act of
                                    1933, as amended (the "Securities Act");

                                    (ii) To reflect in the  prospectus any facts
                                    or events  arising after the effective  date
                                    of this 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 this  Registration
                                    Statement  or any  material  change  to such
                                    information in the Registration Statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the Registration  Statement is on Form S-3 or Form S-8 and
         the information  required to be included in a post-effective  amendment
         by those  paragraphs  is  contained in periodic  reports  filed with or
         furnished to the Commission 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) The undersigned  registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company'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 a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act 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  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 the 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 March 7,
2001.

                            CIRCUIT CITY STORES, INC.
                            Registrant

                            By: s/Michael T. Chalifoux
                                ------------------------------
                                Michael T. Chalifoux
                                Executive Vice President,
                                Chief Financial Officer and
                                Corporate 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 and on the dates indicated.
Signature                           Title                              Date

W. Alan McCollough*                 President, Chief Executive Officer    March 7, 2001
---------------------------         and Director
W. Alan McCollough

Richard L. Sharp*                   Chairman of the Board and             March 7, 2001
---------------------------         Director
Richard L. Sharp

Alan L. Wurtzel*                    Vice Chairman of the Board and        March 7, 2001
---------------------------         Director
Alan L. Wurtzel

s/Michael T. Chalifoux              Executive Vice President, Chief       March 7, 2001
---------------------------         Financial Officer, Corporate
Michael T. Chalifoux                Secretary and Director

Richard N. Cooper*                  Director                              March 7, 2001
---------------------------
Richard N. Cooper

Barbara S. Feigin*                  Director                              March 7, 2001
---------------------------
Barbara S. Feigin

James F. Hardymon*                  Director                              March 7, 2001
---------------------------
James F. Hardymon

Robert S. Jepson, Jr.*              Director                              March 7, 2001
---------------------------
Robert S. Jepson, Jr.

Hugh G. Robinson*                   Director                              March 7, 2001
---------------------------
Hugh G. Robinson

Walter J. Salmon*                   Director                              March 7, 2001
---------------------------
Walter J. Salmon

Mikael Salovaara*                   Director                              March 7, 2001
---------------------------
Mikael Salovaara

John W. Snow*                       Director                              March 7, 2001
---------------------------
John W. Snow

s/Philip J. Dunn                    Senior Vice President, Treasurer,     March 7, 2001
---------------------------         Corporate Controller and Chief
Philip J. Dunn                      Accounting Officer
*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  February  3,  1997,  filed with the  Commission  as
                  Exhibit 3(i)(a) to Registrant's  Amended  Quarterly  Report on
                  Form  10-Q/A  for the  quarter  ended May 31,  1999  (File No.
                  1-5767), 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  3(i)(b) to  Registrant's
                  Amended  Quarterly Report on Form 10-Q/A for the quarter ended
                  May 31,1999  (File No.  1-5767),  are  expressly  incorporated
                  herein by this reference.

4.3               Registrant's Articles of Amendment to Registrant's Amended and
                  Restated Articles of  Incorporation,  effective June 22, 1999,
                  filed with the Commission as Exhibit  3(i)(c) to  Registrant's
                  Amended  Quarterly Report on Form 10-Q/A for the quarter ended
                  May 31, 1999 (File No.  1-5767),  are  expressly  incorporated
                  herein by this reference.

4.4               Registrant's  Bylaws,  as amended and restated April 11, 2000,
                  filed with the  Commission  as Exhibit  3(ii) to  Registrant's
                  Quarterly  Report on Form 10-Q for the  quarter  ended May 31,
                  2000 (File No. 1-5767),  are expressly  incorporated herein by
                  this reference.

4.5               First  Amended  and  Restated  Rights  Agreement  dated  as of
                  February  16,  1999,   between  Registrant  and  Norwest  Bank
                  Minnesota,  N.A.,  as  Rights  Agent,  filed as  Exhibit  1 to
                  Registrant's  Form 8-A/A filed May 7, 1999 (File No.  1-5767),
                  is expressly incorporated herein by this reference.

5                 Opinion and Consent of McGuireWoods LLP, filed herewith.

23.1              Consent of KPMG LLP, filed herewith.

23.2              Consent of McGuireWoods LLP (included in Exhibit 5).

24                Powers of Attorney, filed herewith.

99.1              Registrant's  1984 Circuit City Stores,  Inc.  Employee  Stock
                  Purchase Plan for Circuit City Group  Employees as Amended and
                  Restated effective February 13, 2001, filed herewith.