Registration No.__________

     As filed with the Securities and Exchange Commission on August 4, 2000


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

                            CIRCUIT CITY STORES, INC.
             (Exact name of registrant as specified in its charter)


           Virginia                                          54-0493875
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)


       9950 Mayland Drive
       Richmond, Virginia                                      23233
(Address of Principal Executive Offices)                    (Zip Code)
                                   ----------

              CIRCUIT CITY STORES, INC. 1994 STOCK INCENTIVE PLAN,

                            CIRCUIT CITY STORES, INC.
                2000 NON-EMPLOYEE DIRECTORS STOCK INCENTIVE PLAN

                                       and

                       2000 DIRECTOR STOCK RETAINER GRANT
                            (Full title of the plan)

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

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


<TABLE>
<S><C>

CALCULATION OF REGISTRATION FEE:

                                                  Proposed
                                                  Maximum          Proposed Maximum
Title of Securities to         Amount to be       Offering Price   Aggregate           Amount of
be Registered                  Registered (1)     Per Share (2)    Offering Price      Registration Fee
-------------                  --------------     -------------    ---------------     ----------------
Circuit City Stores, Inc. -    9,104,000(3)       $22.53125        $205,124,500        $54,152.87
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,           2,000,500(3)       $3.90625         $7,814,453          $2,063.02
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 each
         Group's Common Stock.

(2)      Estimated  solely for the purpose of calculating the  registration  fee
         and based on the average of the high and low per share sales  prices of
         the Circuit  City  Stores,  Inc.  -- Circuit  City Group and the CarMax
         Group Common Stock, as reported in the consolidated  reporting  system,
         on August 3, 2000.

(3)      Of the 9,104,000  shares of Circuit City Group Common Stock  registered
         by this Registration  Statement,  9,000,000 shares are being registered
         for  issuance  pursuant to the Circuit  City  Stores,  Inc.  1994 Stock
         Incentive Plan (the "1994 Plan"),  100,000 shares are being  registered
         for  issuance   pursuant  to  the  Circuit  City  Stores,   Inc.   2000
         Non-Employee Directors Stock Incentive Plan (the "2000 Plan") and 4,000
         shares are being registered for issuance  pursuant to the 2000 Director
         Stock Retainer Grant (the "2000 Retainer Grant").

         Of the 2,000,500 shares of CarMax Group Common Stock registered by this
         Registration  Statement,  2,000,000  shares  are being  registered  for
         issuance  pursuant to the 1994 Plan and 500 shares are being registered
         for issuance pursuant to the 2000 Retainer Grant.

         In addition,  pursuant to the terms of the 2000 Plan,  22,836 shares of
         Circuit  City  Group  Common  Stock and 40,327  shares of CarMax  Group
         Common Stock  previously  reserved for issuance  under the Circuit City
         Stores,  Inc.  Amended and Restated 1989  Non-Employee  Directors Stock
         Option Plan (the "1989 Plan"), but which were not issued under the 1989
         Plan,  are  being  transferred  to the  2000  Plan.  The  shares  being
         transferred  from the 1989 Plan to the 2000 Plan are  included  in this
         registration statement.  The 22,836 shares of Circuit City Group Common
         Stock were part of the 1,371,682  shares  (pre-split)  registered under
         the Company's Form S-8 Registration  Statement No. 033-64757 filed with
         the Commission on December 5, 1995. The registration fee paid with such
         registration  statement  was  $12,889.08.  The 40,327  shares of CarMax
         Group  Common  Stock  were  registered  under  the  Company's  Form S-8
         Registration  Statement  No.  333-34539  filed with the  Commission  on
         August  28,  1997.  The  registration  fee paid with such  registration
         statement was $199.39.

         The securities covered by this Registration Statement will be issued to
         employees  of the  Registrant  and its  subsidiaries  from time to time
         pursuant to incentive  awards  granted or to be granted  under the 1994
         Plan and directors of the Registrant  pursuant to the 2000 Plan and the
         2000 Retainer Grant.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference.

          Circuit City Stores,  Inc. (the  "Company"),  hereby  incorporates  by
          reference into this Registration Statement the documents listed below:

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

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

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

(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
<PAGE>

(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 Sections
13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (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 or her heirs, executors and administrators)  against
liabilities (including expenses) reasonably incurred by him or her in connection
with any actual or threatened action,  suit or proceeding to which he or she may
be made a party by  reason  of his or her being or  having  been a  director  or
officer of the Company,  except in relation to any action, suit or proceeding in
which he or she has been  adjudged  liable  because of willful  misconduct  or a
knowing violation of the criminal law. The Company has purchased  directors' and
officers' liability insurance policies. Within the limits of their coverage, the
policies  insure  (1)  the  directors  and  officers  of  the  Company  and  its
subsidiaries  against certain losses resulting from claims against them in their
capacities  as  directors  and  officers  to the extent that such losses are not
indemnified by the Company and (2) the Company to the extent that it indemnifies
such directors and officers for losses as permitted under the laws of Virginia.

Item 8.           Exhibits.

         See Exhibit Index following signatures.

Item 9.           Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

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

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

                                    (ii) To reflect in the  prospectus any facts
                                    or events  arising after the effective  date
                                    of 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 paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the Registration Statement is on Form S-3 or Form S-8, and
         the information  required to be included in a post-effective  amendment
         by those  paragraphs  is  contained in periodic  reports  filed with or
         furnished to the Commission by the  Registrant  pursuant to Sections 13
         or 15(d) of the Exchange Act that are  incorporated by reference in the
         Registration Statement.
<PAGE>
                  (2)      That,  for the purpose of  determining  any liability
                           under the  Securities  Act, each such  post-effective
                           amendment  shall be deemed  to be a new  registration
                           statement relating to the securities offered therein,
                           and the  offering  of such  securities  at that  time
                           shall be deemed to be the initial bona fide  offering
                           thereof.

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

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual report  pursuant to Sections 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference  in the  registration  statement  shall be  deemed a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification is against public policy as expressed in the Securities Act, and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                               SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 August 4,
2000.

                                                CIRCUIT CITY STORES, INC.
                                                Registrant

                                                By: s/Michael T. Chalifoux
                                                    Michael T. Chalifoux
                                                    Executive Vice President,
                                                    Chief Financial Officer and
                                                    Corporate Secretary

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Signature                 Title                                  Date

W. Alan McCollough*       Chief Executive Officer,               August 4, 2000
------------------        President and Director
W. Alan McCollough

Richard L. Sharp*         Chairman of the Board and Director     August 4, 2000
------------------
Richard L. Sharp

Alan L. Wurtzel*          Vice Chairman of the Board and         August 4, 2000
------------------        Director
Alan L. Wurtzel

s/Michael T. Chalifoux    Executive Vice President, Chief        August 4, 2000
----------------------    Financial Officer, Corporate
Michael T. Chalifoux      Secretary and Director


Richard N. Cooper *       Director                               August 4, 2000
----------------------
Richard N. Cooper

Barbara S. Feigin*        Director                               August 4, 2000
----------------------
Barbara S. Feigin

James F. Hardymon*        Director                               August 4, 2000
----------------------
James F. Hardymon

Robert S. Jepson, Jr.*
----------------------
Robert S. Jepson, Jr.     Director                               August 4, 2000

Hugh G. Robinson*         Director                               August 4, 2000
----------------------
Hugh G. Robinson

Walter J. Salmon*         Director                               August 4, 2000
----------------------
Walter J. Salmon

Mikael Salovaara*         Director                               August 4, 2000
----------------------
Mikael Salovaara

John W. Snow*             Director                               August 4, 2000
----------------------
John W. Snow

s/Philip J. Dunn          Senior Vice President, Treasurer,      August 4, 2000
----------------------    Corporate Controller and Chief
Philip J. Dunn            Accounting Officer


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



                                  EXHIBIT INDEX

Exhibit
Number            Document

4.1               Registrant's  Amended and Restated  Articles of Incorporation,
                  effective  February  3,  1997,  filed with the  Commission  as
                  Exhibit 3(i)(a) to Registrant's  Amended  Quarterly  Report on
                  Form  10-Q/A  for the  quarter  ended May 31,  1999  (File No.
                  1-5767), are expressly incorporated herein by this reference.

4.2               Registrant's Articles of Amendment to Registrant's Amended and
                  Restated Articles of Incorporation,  effective April 28, 1998,
                  filed with the Commission as Exhibit  3(i)(b) to  Registrant's
                  Amended  Quarterly Report on Form 10-Q/A for the quarter ended
                  May 31,1999  (File No.  1-5767),  are  expressly  incorporated
                  herein by this reference.

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

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

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

5                 Opinion and Consent of McGuire Woods LLP, filed herewith.

23.1              Consent of KPMG LLP, filed herewith.

23.2              Consent of McGuire Woods LLP (included in Exhibit 5).

24                Powers of Attorney, filed herewith.

99.1              Registrant's  1994  Stock  Incentive  Plan,  as  amended as of
                  January  24,  1997,  filed  as  Annex  III  to  the  Company'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,  as  amended,  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.

99.3              Amendments effective June 13, 2000, to Registrant's 1994 Stock
                  Incentive   Plan,   as   amended,   filed  as  Exhibit  10  to
                  Registrant's  Quarterly  Report on Form  10-Q for the  quarter
                  ended  May  31,   2000  (File  No.   1-5767),   is   expressly
                  incorporated herein by this reference.

99.4              Registrant's 2000 Non-Employee Directors Stock Incentive Plan,
                  filed as Appendix A to Registrant's Definitive Proxy Statement
                  dated May 10,  2000,  for the Annual  Meeting of  Shareholders
                  held on June 13,  2000,  is expressly  incorporated  herein by
                  this reference.

99.5              Form of Grant  Letter  Regarding  2000 Stock  Retainer  Grant,
                  filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "CIRCUIT CITY S-8", "secsgml_size_bytes": 21904}]
{"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": "333-43052", "film-number": "686294"}, "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 August 4, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             Registration Statement
                                      Under
                           The Securities Act of 1933

                            CIRCUIT CITY STORES, INC.
             (Exact name of registrant as specified in its charter)

           Virginia                                          54-0493875
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)

       9950 Mayland Drive
       Richmond, Virginia                                      23233
(Address of Principal Executive Offices)                    (Zip Code)
                                   ----------

              CIRCUIT CITY STORES, INC. 1994 STOCK INCENTIVE PLAN,

                            CIRCUIT CITY STORES, INC.
                2000 NON-EMPLOYEE DIRECTORS STOCK INCENTIVE PLAN

                                       and

                       2000 DIRECTOR STOCK RETAINER GRANT
                            (Full title of the plan)

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

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

                                                  Proposed
                                                  Maximum          Proposed Maximum
Title of Securities to         Amount to be       Offering Price   Aggregate           Amount of
be Registered                  Registered (1)     Per Share (2)    Offering Price      Registration Fee
-------------                  --------------     -------------    ---------------     ----------------
Circuit City Stores, Inc. -    9,104,000(3)       $22.53125        $205,124,500        $54,152.87
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,           2,000,500(3)       $3.90625         $7,814,453          $2,063.02
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 each
         Group's Common Stock.

(2)      Estimated  solely for the purpose of calculating the  registration  fee
         and based on the average of the high and low per share sales  prices of
         the Circuit  City  Stores,  Inc.  -- Circuit  City Group and the CarMax
         Group Common Stock, as reported in the consolidated  reporting  system,
         on August 3, 2000.

(3)      Of the 9,104,000  shares of Circuit City Group Common Stock  registered
         by this Registration  Statement,  9,000,000 shares are being registered
         for  issuance  pursuant to the Circuit  City  Stores,  Inc.  1994 Stock
         Incentive Plan (the "1994 Plan"),  100,000 shares are being  registered
         for  issuance   pursuant  to  the  Circuit  City  Stores,   Inc.   2000
         Non-Employee Directors Stock Incentive Plan (the "2000 Plan") and 4,000
         shares are being registered for issuance  pursuant to the 2000 Director
         Stock Retainer Grant (the "2000 Retainer Grant").

         Of the 2,000,500 shares of CarMax Group Common Stock registered by this
         Registration  Statement,  2,000,000  shares  are being  registered  for
         issuance  pursuant to the 1994 Plan and 500 shares are being registered
         for issuance pursuant to the 2000 Retainer Grant.

         In addition,  pursuant to the terms of the 2000 Plan,  22,836 shares of
         Circuit  City  Group  Common  Stock and 40,327  shares of CarMax  Group
         Common Stock  previously  reserved for issuance  under the Circuit City
         Stores,  Inc.  Amended and Restated 1989  Non-Employee  Directors Stock
         Option Plan (the "1989 Plan"), but which were not issued under the 1989
         Plan,  are  being  transferred  to the  2000  Plan.  The  shares  being
         transferred  from the 1989 Plan to the 2000 Plan are  included  in this
         registration statement.  The 22,836 shares of Circuit City Group Common
         Stock were part of the 1,371,682  shares  (pre-split)  registered under
         the Company's Form S-8 Registration  Statement No. 033-64757 filed with
         the Commission on December 5, 1995. The registration fee paid with such
         registration  statement  was  $12,889.08.  The 40,327  shares of CarMax
         Group  Common  Stock  were  registered  under  the  Company's  Form S-8
         Registration  Statement  No.  333-34539  filed with the  Commission  on
         August  28,  1997.  The  registration  fee paid with such  registration
         statement was $199.39.

         The securities covered by this Registration Statement will be issued to
         employees  of the  Registrant  and its  subsidiaries  from time to time
         pursuant to incentive  awards  granted or to be granted  under the 1994
         Plan and directors of the Registrant  pursuant to the 2000 Plan and the
         2000 Retainer Grant.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference.

          Circuit City Stores,  Inc. (the  "Company"),  hereby  incorporates  by
          reference into this Registration Statement the documents listed below:

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

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

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

(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 Sections
13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (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 or her heirs, executors and administrators)  against
liabilities (including expenses) reasonably incurred by him or her in connection
with any actual or threatened action,  suit or proceeding to which he or she may
be made a party by  reason  of his or her being or  having  been a  director  or
officer of the Company,  except in relation to any action, suit or proceeding in
which he or she has been  adjudged  liable  because of willful  misconduct  or a
knowing violation of the criminal law. The Company has purchased  directors' and
officers' liability insurance policies. Within the limits of their coverage, the
policies  insure  (1)  the  directors  and  officers  of  the  Company  and  its
subsidiaries  against certain losses resulting from claims against them in their
capacities  as  directors  and  officers  to the extent that such losses are not
indemnified by the Company and (2) the Company to the extent that it indemnifies
such directors and officers for losses as permitted under the laws of Virginia.

Item 8.           Exhibits.

         See Exhibit Index following signatures.

Item 9.           Undertakings.

         (a)      The undersigned Registrant hereby undertakes:

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

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

                                    (ii) To reflect in the  prospectus any facts
                                    or events  arising after the effective  date
                                    of 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 paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the Registration Statement is on Form S-3 or Form S-8, and
         the information  required to be included in a post-effective  amendment
         by those  paragraphs  is  contained in periodic  reports  filed with or
         furnished to the Commission by the  Registrant  pursuant to Sections 13
         or 15(d) of the Exchange Act that are  incorporated by reference in the
         Registration Statement.
(2)      That,  for the purpose of  determining  any liability
                           under the  Securities  Act, each such  post-effective
                           amendment  shall be deemed  to be a new  registration
                           statement relating to the securities offered therein,
                           and the  offering  of such  securities  at that  time
                           shall be deemed to be the initial bona fide  offering
                           thereof.

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

         (b) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual report  pursuant to Sections 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference  in the  registration  statement  shall be  deemed a new  registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification is against public policy as expressed in the Securities Act, and
is,  therefore,  unenforceable.  In the event  that a claim for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                               SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, 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 August 4,
2000.

                                                CIRCUIT CITY STORES, INC.
                                                Registrant

                                                By: s/Michael T. Chalifoux
                                                    Michael T. Chalifoux
                                                    Executive Vice President,
                                                    Chief Financial Officer and
                                                    Corporate Secretary

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Signature                 Title                                  Date

W. Alan McCollough*       Chief Executive Officer,               August 4, 2000
------------------        President and Director
W. Alan McCollough

Richard L. Sharp*         Chairman of the Board and Director     August 4, 2000
------------------
Richard L. Sharp

Alan L. Wurtzel*          Vice Chairman of the Board and         August 4, 2000
------------------        Director
Alan L. Wurtzel

s/Michael T. Chalifoux    Executive Vice President, Chief        August 4, 2000
----------------------    Financial Officer, Corporate
Michael T. Chalifoux      Secretary and Director

Richard N. Cooper *       Director                               August 4, 2000
----------------------
Richard N. Cooper

Barbara S. Feigin*        Director                               August 4, 2000
----------------------
Barbara S. Feigin

James F. Hardymon*        Director                               August 4, 2000
----------------------
James F. Hardymon

Robert S. Jepson, Jr.*
----------------------
Robert S. Jepson, Jr.     Director                               August 4, 2000

Hugh G. Robinson*         Director                               August 4, 2000
----------------------
Hugh G. Robinson

Walter J. Salmon*         Director                               August 4, 2000
----------------------
Walter J. Salmon

Mikael Salovaara*         Director                               August 4, 2000
----------------------
Mikael Salovaara

John W. Snow*             Director                               August 4, 2000
----------------------
John W. Snow

s/Philip J. Dunn          Senior Vice President, Treasurer,      August 4, 2000
----------------------    Corporate Controller and Chief
Philip J. Dunn            Accounting Officer

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

                                  EXHIBIT INDEX

Exhibit
Number            Document

4.1               Registrant's  Amended and Restated  Articles of Incorporation,
                  effective  February  3,  1997,  filed with the  Commission  as
                  Exhibit 3(i)(a) to Registrant's  Amended  Quarterly  Report on
                  Form  10-Q/A  for the  quarter  ended May 31,  1999  (File No.
                  1-5767), are expressly incorporated herein by this reference.

4.2               Registrant's Articles of Amendment to Registrant's Amended and
                  Restated Articles of Incorporation,  effective April 28, 1998,
                  filed with the Commission as Exhibit  3(i)(b) to  Registrant's
                  Amended  Quarterly Report on Form 10-Q/A for the quarter ended
                  May 31,1999  (File No.  1-5767),  are  expressly  incorporated
                  herein by this reference.

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

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

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

23.1              Consent of KPMG LLP, filed herewith.

23.2              Consent of McGuire Woods LLP (included in Exhibit 5).

24                Powers of Attorney, filed herewith.

99.1              Registrant's  1994  Stock  Incentive  Plan,  as  amended as of
                  January  24,  1997,  filed  as  Annex  III  to  the  Company'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,  as  amended,  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.

99.3              Amendments effective June 13, 2000, to Registrant's 1994 Stock
                  Incentive   Plan,   as   amended,   filed  as  Exhibit  10  to
                  Registrant's  Quarterly  Report on Form  10-Q for the  quarter
                  ended  May  31,   2000  (File  No.   1-5767),   is   expressly
                  incorporated herein by this reference.

99.4              Registrant's 2000 Non-Employee Directors Stock Incentive Plan,
                  filed as Appendix A to Registrant's Definitive Proxy Statement
                  dated May 10,  2000,  for the Annual  Meeting of  Shareholders
                  held on June 13,  2000,  is expressly  incorporated  herein by
                  this reference.

99.5              Form of Grant  Letter  Regarding  2000 Stock  Retainer  Grant,
                  filed herewith.