Registration No. 333-

      As filed with the Securities and Exchange Commission on May 28, 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. 1997 EMPLOYEE STOCK PURCHASE PLAN
                           FOR CARMAX GROUP EMPLOYEES

               CIRCUIT CITY STORES, INC. 1994 STOCK INCENTIVE PLAN

               CIRCUIT CITY STORES, INC. AMENDED AND RESTATED 1989
                    NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

               CIRCUIT CITY STORES, INC. 1988 STOCK INCENTIVE PLAN

           CIRCUIT CITY STORES, INC. 1984 EMPLOYEE STOCK PURCHASE PLAN
                             (Full titles of plans)
                                   ----------

                    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>
                                                                         Proposed     Proposed
                                                                          Maximum      Maximum                              
                                                                         Offering     Aggregate                        
                                                       Amount to be      Price Per     Offering       Amount of
Title of Securities to be Registered                    Registered         Share        Price     Registration Fee
------------------------------------                    ----------         -----        -----     ----------------
                                                                                   
Circuit City Stores, Inc. --                                (5)             N/A          N/A            $ 0
Circuit City Group Common Stock, par value $.50
per share (1), with attached Rights to Purchase
Preferred Stock,  Series E, par
value $20.00 per share (2)

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

(1)      Registered   solely   because  the  shares  of  Circuit   City  Stores,
         Inc.--CarMax  Group  Common Stock  ("CarMax  Group  Stock")  previously
         registered for issuance under the 1997 Employee Stock Purchase Plan for
         CarMax Group  Employees,  1994 Stock Incentive Plan, 1989  Non-Employee
         Directors  Stock  Option  Plan,  1988  Stock  Incentive  Plan  and 1984
         Employee  Stock  Purchase  Plan  (collectively,  the  "Plans")  may  be
         converted, at the option of the Registrant, into shares of Circuit City
         Stores,  Inc.--Circuit  City Group  Common Stock  ("Circuit  City Group
         Stock") in  accordance  with the terms of the CarMax  Group  Stock.  No
         additional  consideration  would be paid by the holders of CarMax Group
         Stock upon a  conversion  of the CarMax  Group Stock into  Circuit City
         Group Stock. Accordingly, no separate fee is paid.

(2)      Prior to the  occurrence  of certain  events,  the  Rights  will not be
         evidenced  or traded  separately  from the  Circuit  City Group  Stock.
         Value,  if any, of the Rights is  reflected  in the market price of the
         Circuit City Group Stock.  Accordingly, no separate fee is paid.

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

(4)      Prior to the  occurrence  of certain  events,  the  Rights  will not be
         evidenced or traded  separately from the CarMax Group Stock.  Value, if
         any, of the Rights is reflected in the market price of the CarMax Group
         Stock. Accordingly, no separate fee is paid.

(5)      This Registration Statement registers an indeterminate number of shares
         of Circuit City Group Stock and CarMax Group Stock (including,  in each
         case, the associated Rights) issuable upon any conversion of the shares
         of CarMax Group Stock and Circuit City Group Stock, respectively,  that
         have previously been registered for issuance under the Plans.



<PAGE>


         Pursuant to the terms of the Company's  Common Stock,  the Company may,
at its option,  convert each share of Circuit City  Stores,  Inc.--Circuit  City
Group  Common  Stock  ("Circuit  City  Group  Stock") or  Circuit  City  Stores,
Inc.--CarMax  Group Common Stock  ("CarMax Group Stock") into a number of shares
of CarMax Group Stock or Circuit City Group  Stock,  respectively,  based on the
ratio of the time-weighted average market values of a share of each series. This
Registration  Statement covers an indeterminate number of shares of Circuit City
Group Stock and CarMax  Group Stock  issuable  upon any such  conversion  of the
shares of CarMax  Stock and  Circuit  City Stock,  respectively,  that have been
previously  registered  for issuance  under the Company's  1997  Employee  Stock
Purchase Plan for CarMax Group Employees, 1994 Stock Incentive Plan, Amended and
Restated 1989  Non-Employee  Directors  Stock Option Plan,  1988 Stock Incentive
Plan and 1984 Employee Stock Purchase Plan.


               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 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 May 27, 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 27th day of May, 1997.

Signature:                                           Title:


* Richard L. Sharp                          Chief Executive Officer
  Richard L. Sharp                          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    
         Number     Document

          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.
[{"type": "S-8", "sequence": "1", "description": "CIRCUIT CITY S-8", "secsgml_size_bytes": 19147}]
{"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": "333-27933", "film-number": "97615333"}, "business-address": {"street1": "9950 MAYLAND DR", "city": "RICHMOND", "state": "VA", "zip": "23233", "phone": "8045274000"}, "mail-address": {"street1": "9950 MAYLAND DRIVE", "city": "RICHMOND", "state": "VA", "zip": "23233"}, "former-company": {"former-conformed-name": "WARDS CO INC", "date-changed": "19840620"}}
Registration No. 333-

      As filed with the Securities and Exchange Commission on May 28, 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. 1997 EMPLOYEE STOCK PURCHASE PLAN
                           FOR CARMAX GROUP EMPLOYEES

               CIRCUIT CITY STORES, INC. 1994 STOCK INCENTIVE PLAN

               CIRCUIT CITY STORES, INC. AMENDED AND RESTATED 1989
                    NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

               CIRCUIT CITY STORES, INC. 1988 STOCK INCENTIVE PLAN

           CIRCUIT CITY STORES, INC. 1984 EMPLOYEE STOCK PURCHASE PLAN
                             (Full titles of plans)
                                   ----------

                    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
Proposed     Proposed
                                                                          Maximum      Maximum                              
                                                                         Offering     Aggregate                        
                                                       Amount to be      Price Per     Offering       Amount of
Title of Securities to be Registered                    Registered         Share        Price     Registration Fee
------------------------------------                    ----------         -----        -----     ----------------
                                                                                   
Circuit City Stores, Inc. --                                (5)             N/A          N/A            $ 0
Circuit City Group Common Stock, par value $.50
per share (1), with attached Rights to Purchase
Preferred Stock,  Series E, par
value $20.00 per share (2)

Circuit City Stores, Inc. --                                (5)             N/A          N/A            $ 0
CarMax Group Common Stock,
par value $.50 per share (3), with attached
Rights to Purchase Preferred Stock, Series F,
par value $20.00 per share (4)
(1)      Registered   solely   because  the  shares  of  Circuit   City  Stores,
         Inc.--CarMax  Group  Common Stock  ("CarMax  Group  Stock")  previously
         registered for issuance under the 1997 Employee Stock Purchase Plan for
         CarMax Group  Employees,  1994 Stock Incentive Plan, 1989  Non-Employee
         Directors  Stock  Option  Plan,  1988  Stock  Incentive  Plan  and 1984
         Employee  Stock  Purchase  Plan  (collectively,  the  "Plans")  may  be
         converted, at the option of the Registrant, into shares of Circuit City
         Stores,  Inc.--Circuit  City Group  Common Stock  ("Circuit  City Group
         Stock") in  accordance  with the terms of the CarMax  Group  Stock.  No
         additional  consideration  would be paid by the holders of CarMax Group
         Stock upon a  conversion  of the CarMax  Group Stock into  Circuit City
         Group Stock. Accordingly, no separate fee is paid.

(2)      Prior to the  occurrence  of certain  events,  the  Rights  will not be
         evidenced  or traded  separately  from the  Circuit  City Group  Stock.
         Value,  if any, of the Rights is  reflected  in the market price of the
         Circuit City Group Stock.  Accordingly, no separate fee is paid.

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

(4)      Prior to the  occurrence  of certain  events,  the  Rights  will not be
         evidenced or traded  separately from the CarMax Group Stock.  Value, if
         any, of the Rights is reflected in the market price of the CarMax Group
         Stock. Accordingly, no separate fee is paid.

(5)      This Registration Statement registers an indeterminate number of shares
         of Circuit City Group Stock and CarMax Group Stock (including,  in each
         case, the associated Rights) issuable upon any conversion of the shares
         of CarMax Group Stock and Circuit City Group Stock, respectively,  that
         have previously been registered for issuance under the Plans.
Pursuant to the terms of the Company's  Common Stock,  the Company may,
at its option,  convert each share of Circuit City  Stores,  Inc.--Circuit  City
Group  Common  Stock  ("Circuit  City  Group  Stock") or  Circuit  City  Stores,
Inc.--CarMax  Group Common Stock  ("CarMax Group Stock") into a number of shares
of CarMax Group Stock or Circuit City Group  Stock,  respectively,  based on the
ratio of the time-weighted average market values of a share of each series. This
Registration  Statement covers an indeterminate number of shares of Circuit City
Group Stock and CarMax  Group Stock  issuable  upon any such  conversion  of the
shares of CarMax  Stock and  Circuit  City Stock,  respectively,  that have been
previously  registered  for issuance  under the Company's  1997  Employee  Stock
Purchase Plan for CarMax Group Employees, 1994 Stock Incentive Plan, Amended and
Restated 1989  Non-Employee  Directors  Stock Option Plan,  1988 Stock Incentive
Plan and 1984 Employee Stock Purchase Plan.

               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 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 May 27, 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 27th day of May, 1997.

Signature:                                           Title:

* Richard L. Sharp                          Chief Executive Officer
  Richard L. Sharp                          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    
         Number     Document

          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.