Registration No. ___________

          As filed with the Securities and Exchange Commission on March 4, 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)
                                   ----------

                  1997 CIRCUIT CITY STORES, INC. EMPLOYEE STOCK
                    PURCHASE PLAN FOR CARMAX GROUP EMPLOYEES
                            (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)



<PAGE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<S> <C>

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

  Circuit City Stores,            500,000               $20.063(1)            $10,031,500(1)            $3,039.85
Inc.--CarMax Group Common
 Stock, par value $.50,
 with attached Rights to
   Purchase Preferred
  Stock, Series F, par
    value $20.00 (2)

</TABLE>

(1)      Estimated solely for the purpose of calculating the  registration  fee.
         Based on the  average  of the high and low prices of the  Circuit  City
         Stores,  Inc.--CarMax Group Common Stock on the New York Stock Exchange
         on February 28, 1997.

(2)      The Rights to  Purchase  Preferred  Stock will be attached to and trade
         with shares of the Common Stock.  Value attributable to such rights, if
         any,  will be  reflected  in the  market  price of the shares of Common
         Stock.

         The Securities  covered by this Registration  Statement will be sold to
employees  of the Company  from time to time under the 1997 Circuit City Stores,
Inc. Employee Stock Purchase Plan for CarMax Group employees.


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         The Company hereby  incorporates  by reference  into this  Registration
Statement the documents  listed below which have been filed with the  Securities
and Exchange Commission.

         (a)      the Company's Prospectus filed with the Commission on February
                  5,  1997   pursuant   to  Rule   424(b)   relating   Company's
                  Registration   Statement   on  Form  S-3   (Registration   No.
                  333-15995);

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

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

         (d)      the description of the Company's Common Stock contained in the
                  Registration  Statement on Form 8-A filed with the  Commission
                  on January 2,  1997,  as amended on Form 8-A/A  filed with the
                  Commission on January 31, 1997 (File No. 1-5767); and

         (e)      the  description  of the Rights to Purchase  Preferred  Stock,
                  Series E and the Rights to Purchase Preferred Stock,  Series F
                  contained in the Registration Statement on Form 8-A filed with
                  the  Commission  on January 2, 1997,  as amended on Form 8-A/A
                  filed  with the  Commission  on  January  31,  1997  (File No.
                  1-5767).

         All documents  filed by the Company,  pursuant to Section 13(a),  14 or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
prior  to the  filing  of  post-effective  amendment  which  indicates  that all
securities  offered  hereby  have  been  sold  or  which  deregisters  all  such
securities then remaining unsold shall be deemed to be incorporated by reference
into this  Registration  Statement  and to be a part hereof from the  respective
dates of filing of such documents.


Item 6.  Indemnification of Directors and Officers.

         The laws of the Commonwealth of Virginia  pursuant to which the Company
is  incorporated  permit it to  indemnify  its officers  and  directors  against
certain  liabilities  with the  approval of its  shareholders.  The  Articles of
Incorporation  of the  Company,  which have been  approved by its  shareholders,
provide for the  indemnification  of each director and officer (including former
directors and officers and each person who may have served at the request of the
Company as a director  or officer of any other  legal  entity  and,  in all such
cases, his heirs,  executors and administrators)  against liabilities (including
expenses) reasonably incurred by him in connection with any actual or threatened
action,  suit or  proceeding  to which he may be made a party by  reason  of his
being or having been a director or officer of the Company, except in relation to
any action,  suit or proceeding in which he has been adjudged  liable because of
willful misconduct or a knowing violation of the criminal law.

         The Company has purchased  directors' and officers' liability insurance
policies.  Within  the limits of their  coverage,  the  policies  insure (1) the
directors  and  officers  of the Company and its  subsidiaries  against  certain
losses  resulting form claims against them in their  capacities as directors and
officers to the extent that such losses are not  indemnified  by the Company and
(2) the Company to the extent that it  indemnifies  such  directors and officers
for losses as permitted under the laws of Virginia.


Item 8.  Exhibits.

         See Exhibit Index following signatures.


Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

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

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

                  (ii) To reflect in the  prospectus  any facts or events  after
the  effective  date  of  the   Registration   Statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement;

                  (iii) To include any material  information with respect to the
plan of distribution not previously  disclosed in the Registration  Statement or
any material change to such information in the Registration Statement;

         Provided, however, that paragraph (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 March 3,
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 3rd day of March, 1997.

Signature:                                  Title:


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


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



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


*Richard N. Cooper                          Director
 Richard N. Cooper



*Barbara S. Feigin                          Director
 Barbara S. Feigin


*Theodore D. Nierenberg                     Director
 Theodore D. Nierenberg


*Hugh G. Robinson                           Director
 Hugh G. Robinson


                                            Director
 Walter J. Salmon


*Mikael Salovaara                           Director
 Mikael Salovaara


                                            Director
 John W. Snow


*Edward Villanueva                          Director
 Edward Villanueva


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


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


<PAGE>


                                  EXHIBIT INDEX

         Exhibit           Document
         Number

         4.1               Company's    Amended   and   Restated   Articles   of
                           Incorporation, effective February 3, 1997.

         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.

         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.

         99                1997  Circuit  City  Stores,   Inc.   Employee  Stock
                           Purchase Plan for CarMax Group employees.
[{"type": "S-8", "sequence": "1", "description": "CIRCUIT CITY S-8", "secsgml_size_bytes": 14771}]
{"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": "333-22759", "film-number": "97550459"}, "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 4, 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)
                                   ----------

                  1997 CIRCUIT CITY STORES, INC. EMPLOYEE STOCK
                    PURCHASE PLAN FOR CARMAX GROUP EMPLOYEES
                            (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)
CALCULATION OF REGISTRATION FEE
Title of                                     Proposed Maximum        Proposed Maximum
      Securities to            Amount to be              Offering               Aggregate               Amount of
      be Registered           Registered (2)       Price Per Share (1)      Offering Price(1)        Registration Fee

  Circuit City Stores,            500,000               $20.063(1)            $10,031,500(1)            $3,039.85
Inc.--CarMax Group Common
 Stock, par value $.50,
 with attached Rights to
   Purchase Preferred
  Stock, Series F, par
    value $20.00 (2)
(1)      Estimated solely for the purpose of calculating the  registration  fee.
         Based on the  average  of the high and low prices of the  Circuit  City
         Stores,  Inc.--CarMax Group Common Stock on the New York Stock Exchange
         on February 28, 1997.

(2)      The Rights to  Purchase  Preferred  Stock will be attached to and trade
         with shares of the Common Stock.  Value attributable to such rights, if
         any,  will be  reflected  in the  market  price of the shares of Common
         Stock.

         The Securities  covered by this Registration  Statement will be sold to
employees  of the Company  from time to time under the 1997 Circuit City Stores,
Inc. Employee Stock Purchase Plan for CarMax Group employees.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

         The Company hereby  incorporates  by reference  into this  Registration
Statement the documents  listed below which have been filed with the  Securities
and Exchange Commission.

         (a)      the Company's Prospectus filed with the Commission on February
                  5,  1997   pursuant   to  Rule   424(b)   relating   Company's
                  Registration   Statement   on  Form  S-3   (Registration   No.
                  333-15995);

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

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

         (d)      the description of the Company's Common Stock contained in the
                  Registration  Statement on Form 8-A filed with the  Commission
                  on January 2,  1997,  as amended on Form 8-A/A  filed with the
                  Commission on January 31, 1997 (File No. 1-5767); and

         (e)      the  description  of the Rights to Purchase  Preferred  Stock,
                  Series E and the Rights to Purchase Preferred Stock,  Series F
                  contained in the Registration Statement on Form 8-A filed with
                  the  Commission  on January 2, 1997,  as amended on Form 8-A/A
                  filed  with the  Commission  on  January  31,  1997  (File No.
                  1-5767).

         All documents  filed by the Company,  pursuant to Section 13(a),  14 or
15(d) of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
prior  to the  filing  of  post-effective  amendment  which  indicates  that all
securities  offered  hereby  have  been  sold  or  which  deregisters  all  such
securities then remaining unsold shall be deemed to be incorporated by reference
into this  Registration  Statement  and to be a part hereof from the  respective
dates of filing of such documents.

Item 6.  Indemnification of Directors and Officers.

         The laws of the Commonwealth of Virginia  pursuant to which the Company
is  incorporated  permit it to  indemnify  its officers  and  directors  against
certain  liabilities  with the  approval of its  shareholders.  The  Articles of
Incorporation  of the  Company,  which have been  approved by its  shareholders,
provide for the  indemnification  of each director and officer (including former
directors and officers and each person who may have served at the request of the
Company as a director  or officer of any other  legal  entity  and,  in all such
cases, his heirs,  executors and administrators)  against liabilities (including
expenses) reasonably incurred by him in connection with any actual or threatened
action,  suit or  proceeding  to which he may be made a party by  reason  of his
being or having been a director or officer of the Company, except in relation to
any action,  suit or proceeding in which he has been adjudged  liable because of
willful misconduct or a knowing violation of the criminal law.

         The Company has purchased  directors' and officers' liability insurance
policies.  Within  the limits of their  coverage,  the  policies  insure (1) the
directors  and  officers  of the Company and its  subsidiaries  against  certain
losses  resulting form claims against them in their  capacities as directors and
officers to the extent that such losses are not  indemnified  by the Company and
(2) the Company to the extent that it  indemnifies  such  directors and officers
for losses as permitted under the laws of Virginia.

Item 8.  Exhibits.

         See Exhibit Index following signatures.

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

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

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

                  (ii) To reflect in the  prospectus  any facts or events  after
the  effective  date  of  the   Registration   Statement  (or  the  most  recent
post-effective  amendment  thereof)  which,  individually  or in the  aggregate,
represent a fundamental  change in the information set forth in the Registration
Statement;

                  (iii) To include any material  information with respect to the
plan of distribution not previously  disclosed in the Registration  Statement or
any material change to such information in the Registration Statement;

         Provided, however, that paragraph (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 March 3,
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 3rd day of March, 1997.

Signature:                                  Title:

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

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

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

*Richard N. Cooper                          Director
 Richard N. Cooper

*Barbara S. Feigin                          Director
 Barbara S. Feigin

*Theodore D. Nierenberg                     Director
 Theodore D. Nierenberg

*Hugh G. Robinson                           Director
 Hugh G. Robinson

                                            Director
 Walter J. Salmon

*Mikael Salovaara                           Director
 Mikael Salovaara

                                            Director
 John W. Snow

*Edward Villanueva                          Director
 Edward Villanueva

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

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

         Exhibit           Document
         Number

         4.1               Company's    Amended   and   Restated   Articles   of
                           Incorporation, effective February 3, 1997.

         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.

         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.

         99                1997  Circuit  City  Stores,   Inc.   Employee  Stock
                           Purchase Plan for CarMax Group employees.