Registration No.__________

    As filed with the Securities and Exchange Commission on September 2, 1999


                       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)

                                   ----------

                         1994 CIRCUIT CITY STORES, INC.
                        STOCK INCENTIVE PLAN, AS AMENDED

                            (Full title of the plan)


                    Richard L. Sharp, Chief Executive Officer
                            and Chairman of the Board
                            Circuit City Stores, Inc.
                               9950 Mayland Drive
                            Richmond, Virginia 23233
                     (Name and address of agent for service)

                                 (804) 527-4000
          (Telephone number, including area code, of agent for service)


                                       1

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

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

Circuit City Stores,      6,000,000 (3)           $41.7813 (2)            $250,687,800 (2)            $69,691.21
Inc.--Circuit City
Group Common Stock, par
value $.50, With
Attached Rights to
Purchase Preferred
Stock, Series E, par
value $20.00 (1)

Circuit City Stores,      2,000,000                $3.4375 (2)              $6,875,000 (2)             $1,911.25
Inc.--CarMax Group
Common Stock, par value
$.50, With Attached
Rights to Purchase
Preferred Stock, Series
F, par value $20.00 (1)
</TABLE>

(1)      The Rights to Purchase  Series E and Series F  Preferred  Stock will be
         attached  to and trade  with  shares of  Circuit  City Group and CarMax
         Group Common Stock, respectively. 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 prices of the  Circuit  City
         Stores,  Inc.-- Circuit City Group Common Stock and CarMax Group Common
         Stock,  on the New York Stock  Exchange on September 1, 1999.

(3)      In  addition,  pursuant to the terms of the 1994  Circuit  City Stores,
         Inc. Stock Incentive  Plan, as amended,  521,686 shares of Circuit City
         Group Common Stock  previously  reserved for issuance under the Circuit
         City Stores,  Inc. 1988 Stock Incentive Plan, but which were not issued
         under  such 1988 Plan,  are being  transferred  to the 1994 Plan.  Such
         shares (and the  related  rights)  are  included  in this  registration
         statement.  Such  shares  were part of the  600,000  shares  (4,800,000
         shares after

                                       2

         splits are taken into account)  registered under the Company's Form S-8
         Registration  Statement No. 033-22874 filed with the Commission on June
         30, 1988. The  registration fee paid with such  registration  statement
         was $3,977.20.

         The Securities covered by this Registration Statement will be issued to
         employees  of the  Registrant  from time to time  pursuant to incentive
         awards  granted or to be granted  under the Circuit City  Stores,  Inc.
         1994 Stock Incentive Plan, as amended.



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

     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  28,  1999,  filed with the
                  Commission on May 25, 1999;

         (b)      the Company's  Current  Report on Form 8-K (File No.  1-5767),
                  filed with the Commission on June 17, 1999;

         (c)      the Company's  Quarterly Report on Form 10-Q (File No. 1-5767)
                  for the  quarterly  period ended May 31, 1999,  filed with the
                  Commission  on July 15,  1999,  as  amended  by the  Company's
                  Amended  Quarterly Report on Form 10-Q/A (File No. 1-5767) for
                  the  quarterly  period  ended  May 31,  1999,  filed  with the
                  Commission on July 21, 1999;

         (d)      the  description  of the  Company's  Circuit City Group Common
                  Stock  and  CarMax  Group   Common  Stock   contained  in  the
                  Registration  Statement on Form 8-A filed with the  Commission
                  on January 2, 1997,  as amended on Forms  8-A/A filed with the
                  Commission on January 31, 1997, July 8, 1997,  April 28, 1998,
                  and May 7, 1999, and as the same may be further  amended after
                  the date hereof (File No. 1-5767); and

         (e)      the  description  of the Rights to Purchase  Preferred  Stock,
                  Series E, and the Rights to Purchase  Preferred Stock,  Series
                  F, contained in the  Registration  Statement on Form 8-A filed
                  with the  Commission  on 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 Section
13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934 prior to the

                                       3

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 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  after  the  effective  date  of  the
                                    Registration  Statement  (or the most recent
                                    post-effective   amendment  thereof)

                                       4

                                    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 paragraphs (1)(i) and (1)(ii) do not
         apply if the Registration  Statement is on Form S-3 or Form S-8 and the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  is  contained  in  periodic  reports  filed  by  the
         registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act
         that are incorporated by reference in the Registration Statement.

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

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



         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities  Act, 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
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.

                                       5


                                   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 September 2,
1999.

                            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

Richard L. Sharp *
Richard L. Sharp            Chief Executive Officer          September 2, 1999
                            and Chairman of  the Board


Alan L. Wurtzel *
Alan L. Wurtzel             Vice Chairman of the Board       September 2, 1999
                            and Director



/s/Michael T. Chalifoux     Executive Vice President,        September 2, 1999
Michael T. Chalifoux        Chief Financial Officer,
                            Corporate Secretary and
                            Director


Richard N. Cooper *
Richard N. Cooper           Director                         September 2, 1999



Barbara S. Feigin *
Barbara S. Feigin           Director                         September 2, 1999


James F. Hardymon *
James F. Hardymon           Director                         September 2, 1999

                                    6


Robert S. Jepson, Jr. *
Robert S. Jepson, Jr.       Director                         September 2, 1999



Hugh G. Robinson *
Hugh G. Robinson            Director                         September 2, 1999



Walter J. Salmon *
Walter J. Salmon            Director                         September 2, 1999



Mikael Salovaara *
Mikael Salovaara            Director                         September 2, 1999



John W. Snow *
John W. Snow                Director                         September 2, 1999



Edward Villanueva *
Edward Villanueva           Director                         September 2, 1999




/s/Philip J. Dunn           Senior Vice President,           September 2, 1999
Philip J. Dunn              Treasurer, Corporate
                            Controller and Chief
                            Accounting Officer


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

                                       7





                                  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  October 13,
                    1998,  filed  as  Exhibit  3(II) to  Registrant=s  Quarterly
                    Report on Form 10-Q for the quarter ended  November 30, 1998
                    (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 McGuire,  Woods, Battle & Boothe LLP,
                    filed herewith.

         23.1       Consent of KPMG, LLP, filed herewith.

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

         24         Powers of Attorney, filed herewith.

                                     1 of 2

         99.1       Registrant's  1994 Stock  Incentive  Plan,  as amended as of
                    January  24,  1997,  filed as Annex III to the  Registrant's
                    Definitive  Proxy  Statement  dated December 24, 1996, for a
                    Special  Meeting of  Shareholders  held on January  24, 1997
                    (File No. 1-5767), is expressly  incorporated herein by this
                    reference.

         99.2       Amendment  effective June 15, 1999, to the Registrant's 1994
                    Stock  Incentive  Plan filed as  Exhibit 10 to  Registrant's
                    Quarterly  Report on Form 10-Q for the quarter ended May 31,
                    1999 (File No. 1-5767), is expressly  incorporated herein by
                    this reference.


                                     2 of 2
[{"type": "S-8", "sequence": "1", "description": "CIRCUIT CITY S-8", "secsgml_size_bytes": 19969}]
{"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": "333-86439", "film-number": "99705464"}, "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 September 2, 1999

                       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)

                                   ----------

                         1994 CIRCUIT CITY STORES, INC.
                        STOCK INCENTIVE PLAN, AS AMENDED

                            (Full title of the plan)

                    Richard L. Sharp, Chief Executive Officer
                            and Chairman of the Board
                            Circuit City Stores, Inc.
                               9950 Mayland Drive
                            Richmond, Virginia 23233
                     (Name and address of agent for service)

                                 (804) 527-4000
          (Telephone number, including area code, of agent for service)

                                       1
CALCULATION OF REGISTRATION FEE:

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

Circuit City Stores,      6,000,000 (3)           $41.7813 (2)            $250,687,800 (2)            $69,691.21
Inc.--Circuit City
Group Common Stock, par
value $.50, With
Attached Rights to
Purchase Preferred
Stock, Series E, par
value $20.00 (1)

Circuit City Stores,      2,000,000                $3.4375 (2)              $6,875,000 (2)             $1,911.25
Inc.--CarMax Group
Common Stock, par value
$.50, With Attached
Rights to Purchase
Preferred Stock, Series
F, par value $20.00 (1)
(1)      The Rights to Purchase  Series E and Series F  Preferred  Stock will be
         attached  to and trade  with  shares of  Circuit  City Group and CarMax
         Group Common Stock, respectively. 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 prices of the  Circuit  City
         Stores,  Inc.-- Circuit City Group Common Stock and CarMax Group Common
         Stock,  on the New York Stock  Exchange on September 1, 1999.

(3)      In  addition,  pursuant to the terms of the 1994  Circuit  City Stores,
         Inc. Stock Incentive  Plan, as amended,  521,686 shares of Circuit City
         Group Common Stock  previously  reserved for issuance under the Circuit
         City Stores,  Inc. 1988 Stock Incentive Plan, but which were not issued
         under  such 1988 Plan,  are being  transferred  to the 1994 Plan.  Such
         shares (and the  related  rights)  are  included  in this  registration
         statement.  Such  shares  were part of the  600,000  shares  (4,800,000
         shares after

                                       2

         splits are taken into account)  registered under the Company's Form S-8
         Registration  Statement No. 033-22874 filed with the Commission on June
         30, 1988. The  registration fee paid with such  registration  statement
         was $3,977.20.

         The Securities covered by this Registration Statement will be issued to
         employees  of the  Registrant  from time to time  pursuant to incentive
         awards  granted or to be granted  under the Circuit City  Stores,  Inc.
         1994 Stock Incentive Plan, as amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

     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  28,  1999,  filed with the
                  Commission on May 25, 1999;

         (b)      the Company's  Current  Report on Form 8-K (File No.  1-5767),
                  filed with the Commission on June 17, 1999;

         (c)      the Company's  Quarterly Report on Form 10-Q (File No. 1-5767)
                  for the  quarterly  period ended May 31, 1999,  filed with the
                  Commission  on July 15,  1999,  as  amended  by the  Company's
                  Amended  Quarterly Report on Form 10-Q/A (File No. 1-5767) for
                  the  quarterly  period  ended  May 31,  1999,  filed  with the
                  Commission on July 21, 1999;

         (d)      the  description  of the  Company's  Circuit City Group Common
                  Stock  and  CarMax  Group   Common  Stock   contained  in  the
                  Registration  Statement on Form 8-A filed with the  Commission
                  on January 2, 1997,  as amended on Forms  8-A/A filed with the
                  Commission on January 31, 1997, July 8, 1997,  April 28, 1998,
                  and May 7, 1999, and as the same may be further  amended after
                  the date hereof (File No. 1-5767); and

         (e)      the  description  of the Rights to Purchase  Preferred  Stock,
                  Series E, and the Rights to Purchase  Preferred Stock,  Series
                  F, contained in the  Registration  Statement on Form 8-A filed
                  with the  Commission  on 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 Section
13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934 prior to the

                                       3

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 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  after  the  effective  date  of  the
                                    Registration  Statement  (or the most recent
                                    post-effective   amendment  thereof)

                                       4

                                    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 paragraphs (1)(i) and (1)(ii) do not
         apply if the Registration  Statement is on Form S-3 or Form S-8 and the
         information  required to be included in a  post-effective  amendment by
         those  paragraphs  is  contained  in  periodic  reports  filed  by  the
         registrant  pursuant to Section 13 or Section 15(d) of the Exchange Act
         that are incorporated by reference in the Registration Statement.

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

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

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities  Act, 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
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.

                                       5

                                   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 September 2,
1999.

                            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

Richard L. Sharp *
Richard L. Sharp            Chief Executive Officer          September 2, 1999
                            and Chairman of  the Board

Alan L. Wurtzel *
Alan L. Wurtzel             Vice Chairman of the Board       September 2, 1999
                            and Director

/s/Michael T. Chalifoux     Executive Vice President,        September 2, 1999
Michael T. Chalifoux        Chief Financial Officer,
                            Corporate Secretary and
                            Director

Richard N. Cooper *
Richard N. Cooper           Director                         September 2, 1999

Barbara S. Feigin *
Barbara S. Feigin           Director                         September 2, 1999

James F. Hardymon *
James F. Hardymon           Director                         September 2, 1999

                                    6

Robert S. Jepson, Jr. *
Robert S. Jepson, Jr.       Director                         September 2, 1999

Hugh G. Robinson *
Hugh G. Robinson            Director                         September 2, 1999

Walter J. Salmon *
Walter J. Salmon            Director                         September 2, 1999

Mikael Salovaara *
Mikael Salovaara            Director                         September 2, 1999

John W. Snow *
John W. Snow                Director                         September 2, 1999

Edward Villanueva *
Edward Villanueva           Director                         September 2, 1999

/s/Philip J. Dunn           Senior Vice President,           September 2, 1999
Philip J. Dunn              Treasurer, Corporate
                            Controller and Chief
                            Accounting Officer

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

                                       7

                                  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  October 13,
                    1998,  filed  as  Exhibit  3(II) to  Registrant=s  Quarterly
                    Report on Form 10-Q for the quarter ended  November 30, 1998
                    (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 McGuire,  Woods, Battle & Boothe LLP,
                    filed herewith.

         23.1       Consent of KPMG, LLP, filed herewith.

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

         24         Powers of Attorney, filed herewith.

                                     1 of 2

         99.1       Registrant's  1994 Stock  Incentive  Plan,  as amended as of
                    January  24,  1997,  filed as Annex III to the  Registrant's
                    Definitive  Proxy  Statement  dated December 24, 1996, for a
                    Special  Meeting of  Shareholders  held on January  24, 1997
                    (File No. 1-5767), is expressly  incorporated herein by this
                    reference.

         99.2       Amendment  effective June 15, 1999, to the Registrant's 1994
                    Stock  Incentive  Plan filed as  Exhibit 10 to  Registrant's
                    Quarterly  Report on Form 10-Q for the quarter ended May 31,
                    1999 (File No. 1-5767), is expressly  incorporated herein by
                    this reference.

                                     2 of 2