<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


     As filed with the Securities and Exchange Commission on June 30, 2005.
                                                          Registration No. 333-
===============================================================================
                                  UNITED STATES
                       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)

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

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

              Circuit City Stores, Inc. 2003 Stock Incentive Plan,
                 As Amended and Restated Effective June 21, 2005
                            (Full title of the plan)

                               W. Alan McCollough
                      Chairman 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
                                                 Amount to be      offering price per        Proposed maximum          Amount of
      Title of Securities to be Registered        registered          share (2)         aggregate offering price   registration fee
---------------------------------------------- --------------- ----------------------- -------------------------- -----------------
Common Stock, par value $.50 per share........    8,000,000(1)           $16.80                 $134,400,000         $15,818.88
============================================== =============== ======================= ========================== =================

----------------------------------------------------------------------------------------------------------------------------------
(1)  5,000,000 shares issuable under the plan have been previously registered on
     Registration Statement No. 333-109071.

(2)  Estimated  solely for the purpose of calculating  the  registration  fee as
     contemplated by Rules 457(c) and 457(h)(1) of the Securities Act of 1933, as
     amended,  and based on the average of the high  ($17.02) and low  ($16.58)
     per share sales prices of the Common  Stock on the New York Stock  Exchange
     on June 24, 2005.

</TABLE>


        The securities  covered by this  registration  statement will be offered
and sold to eligible  employees of the Company and its subsidiaries from time to
time  pursuant to incentive  awards  granted or to be granted  under the Circuit
City Stores,  Inc. 2003 Stock Incentive Plan, as Amended and Restated  Effective
June 21, 2005.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

        Not required to be filed.

Item 2. Registrant Information and Employee Plan Annual Information.

        Not required to be filed.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

        Circuit City Stores,  Inc.  hereby  incorporates  by reference into this
registration statement the documents listed below:

     (a).     Circuit  City's  Annual  Report on Form 10-K for the  fiscal  year
              ended  February  28,  2005  (File  No.  1-5767),  filed  with  the
              Commission on May 13, 2005;

     (b).     Circuit City's Current Report on Form 8-K (File No. 1-5767), filed
              with the Commission on March 2, 2005;

     (c).     Circuit City's Current Report on Form 8-K (File No. 1-5767), filed
              with the Commission on April 21, 2005;

     (d).     Circuit City's Current Report on Form 8-K (file No. 1-5767), filed
              with the Commission on June 23, 2005; and

     (e).     the  description of Circuit  City's Common Stock  contained in the
              Registration  Statement on Form 8-A filed with the  Commission  on
              January  2,  1997,  as  amended  by  Forms  8-A/A  filed  with the
              Commission on January 31, 1997, July 8, 1997,  April 28, 1998, May
              7, 1999, July 20, 2001, July 23, 2001, and October 1, 2002, and as
              the same may be further  amended  after the date hereof  (File No.
              1-5767).

In addition,  all documents  filed by Circuit City  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

                                       2

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 4. Description of Securities.

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.

        None.

Item 6. Indemnification of Directors and Officers.

        The laws of the Commonwealth of Virginia  pursuant to which Circuit City
is  incorporated  permit  Circuit City to indemnify  its officers and  directors
against certain  liabilities.  The Circuit City Amended and Restated Articles of
Incorporation,  as amended, 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 Circuit  City 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 Circuit City,  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.

        Circuit City has purchased  directors' and officers' liability insurance
policies.  Within  the limits of their  coverage,  the  policies  insure (1) the
directors  and officers of Circuit  City 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 Circuit City and
(2) Circuit City to the extent that it  indemnifies  such directors and officers
for losses as permitted under the laws of Virginia.

Item 7. Exemption from Registration Claimed.

        Not applicable.

                                       3

Item 8. Exhibits.

4.1     Circuit City's Amended and Restated Articles of Incorporation, effective
        February 3, 1997,  as amended  through  October 1, 2002,  filed with the
        Commission as Exhibit 3(i) to Circuit  City's  Quarterly  Report on Form
        10-Q for the quarter  ended  November  30, 2002 (File No.  1-5767),  are
        expressly incorporated herein by this reference.

4.2     Circuit  City's Bylaws,  as amended and restated  April 19, 2005,  filed
        with the  Commission as Exhibit 3.1 to Circuit  City's Current Report on
        Form  8-K  filed  April  21,  2005  (File  No.  1-5767),  are  expressly
        incorporated herein by this reference.

5.1     Opinion and Consent of McGuireWoods LLP*

23.1    Consent of KPMG LLP*

23.2    Consent of McGuireWoods LLP (included in Exhibit 5.1)

24.1    Powers of Attorney*

99.1    Circuit City Stores,  Inc.  2003 Stock  Incentive  Plan,  as Amended and
        Restated  Effective June 21, 2005, filed as Appendix A to Circuit City's
        Definitive  Proxy Statement on Schedule 14A, dated May 13, 2005, for the
        Annual Meeting of Shareholders  held on June 21, 2005 (File No. 1-5767),
        is expressly incorporated herein by this reference.

-----------------------
* Filed herewith.


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;

                  (ii)   To  reflect  in the  prospectus  any  facts  or  events
                         arising after the effective  date of this  registration
                         statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the  registration  statement.  Notwithstanding
                         the  foregoing,  any  increase or decrease in volume of
                         securities  offered  (if  the  total  dollar  value  of
                         securities  offered  would not  exceed  that  which was

                                       4

                         registered)  and any deviation from the low or high end
                         of  the  estimated   maximum   offering  range  may  be
                         reflected  in the  form of  prospectus  filed  with the
                         Commission   pursuant   to  Rule   424(b)  if,  in  the
                         aggregate, the changes in volume and price represent no
                         more  than  a  20%  change  in  the  maximum  aggregate
                         offering  price  set  forth  in  the   "Calculation  of
                         Registration  Fee" table in the effective  registration
                         statement; and

                  (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  information  required  to be  included  in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed with or furnished to the Commission by
                  the registrant  pursuant to Section 13 or Section 15(d) of the
                  Securities  Exchange  Act of 1934  that  are  incorporated  by
                  reference in the registration statement.

            (2)   That, for the purpose of determining  any liability  under the
                  Securities  Act of 1933,  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 of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  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 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 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 Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against

                                       5

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 Act and will be governed by the final adjudication of
such issue.

                                       6


                                   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 June 30,
2005.

                 CIRCUIT CITY STORES, INC.

                 By:      /s/ Philip J. Dunn
                          -----------------------------------------------------
                          Philip J. Dunn
                          Senior Vice President, Treasurer and Controller

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities indicated and on the 30th day of June 2005.



Signature                                            Title


/s/ W. Alan McCollough*         Chairman, Chief Executive Officer and Director
W. Alan McCollough              (principal executive officer)


/s/ Michael E. Foss*            Executive Vice President and Chief Financial
Michael E. Foss                 Officer (principal financial officer)


/s/ Philip J. Dunn              Senior Vice President, Treasurer and Controller
Philip J. Dunn                  (principal accounting officer)


/s/ Ronald M. Brill*            Director
Ronald M. Brill


/s/ Carolyn H. Byrd*            Director
Carolyn H. Byrd


                                       7


/s/ Ursula O. Fairbairn*        Director
Ursula O. Fairbairn


/s/ Barbara S. Feigin*          Director
Barbara S. Feigin


/s/ James F. Hardymon*          Director
James F. Hardymon


/s/ Alan Kane*                  Director
Alan Kane


/s/ Allen B. King*              Director
Allen B. King


/s/ Mikael Salovaara*           Director
Mikael Salovaara


/s/ J. Patrick Spainhour*       Director
J. Patrick Spainhour


/s/ Carolyn Y. Woo*             Director
Carolyn Y. Woo



*By:     /s/ Alice G. Givens
         Alice G. Givens
         Attorney-In-Fact


                                       8


                                  EXHIBIT INDEX

Exhibit
Number   Document

4.1      Circuit  City's  Amended  and  Restated   Articles  of   Incorporation,
         effective  February 3, 1997, as amended through October 1, 2002,  filed
         with the Commission as Exhibit 3(i) to Circuit City's  Quarterly Report
         on Form 10-Q for the quarter ended November 30, 2002 (File No. 1-5767),
         are expressly incorporated herein by this reference.

4.2      Circuit  City's Bylaws,  as amended and restated April 19, 2005,  filed
         with the  Commission as Exhibit 3.1 to Circuit City's Current Report on
         Form 8-K  filed  April  21,  2005  (File  No.  1-5767),  are  expressly
         incorporated herein by this reference.

5.1      Opinion and Consent of McGuireWoods LLP*

23.1     Consent of KPMG LLP*

23.2     Consent of McGuireWoods LLP (included in Exhibit 5.1)

24.1     Powers of Attorney*

99.1     Circuit City Stores,  Inc.  2003 Stock  Incentive  Plan, as Amended and
         Restated Effective June 21, 2005, filed as Appendix A to Circuit City's
         Definitive Proxy Statement on Schedule 14A, dated May 13, 2005, for the
         Annual Meeting of Shareholders held on June 21, 2005 (File No. 1-5767),
         is expressly incorporated herein by this reference.

-----------------------
* Filed herewith.

                                       9
[{"type": "S-8", "sequence": "1", "filename": "ccs063005_s8.txt", "description": "JUNE 30, 2005 FORM S-8", "secsgml_size_bytes": 18343}]
{"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": "333-126254", "film-number": "05927448"}, "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"}}
As filed with the Securities and Exchange Commission on June 30, 2005.
                                                          Registration No. 333-
===============================================================================
                                  UNITED STATES
                       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)

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

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

              Circuit City Stores, Inc. 2003 Stock Incentive Plan,
                 As Amended and Restated Effective June 21, 2005
                            (Full title of the plan)

                               W. Alan McCollough
                      Chairman 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
                                                 Amount to be      offering price per        Proposed maximum          Amount of
      Title of Securities to be Registered        registered          share (2)         aggregate offering price   registration fee
---------------------------------------------- --------------- ----------------------- -------------------------- -----------------
Common Stock, par value $.50 per share........    8,000,000(1)           $16.80                 $134,400,000         $15,818.88
============================================== =============== ======================= ========================== =================

----------------------------------------------------------------------------------------------------------------------------------
(1)  5,000,000 shares issuable under the plan have been previously registered on
     Registration Statement No. 333-109071.

(2)  Estimated  solely for the purpose of calculating  the  registration  fee as
     contemplated by Rules 457(c) and 457(h)(1) of the Securities Act of 1933, as
     amended,  and based on the average of the high  ($17.02) and low  ($16.58)
     per share sales prices of the Common  Stock on the New York Stock  Exchange
     on June 24, 2005.
The securities  covered by this  registration  statement will be offered
and sold to eligible  employees of the Company and its subsidiaries from time to
time  pursuant to incentive  awards  granted or to be granted  under the Circuit
City Stores,  Inc. 2003 Stock Incentive Plan, as Amended and Restated  Effective
June 21, 2005.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

        Not required to be filed.

Item 2. Registrant Information and Employee Plan Annual Information.

        Not required to be filed.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

        Circuit City Stores,  Inc.  hereby  incorporates  by reference into this
registration statement the documents listed below:

     (a).     Circuit  City's  Annual  Report on Form 10-K for the  fiscal  year
              ended  February  28,  2005  (File  No.  1-5767),  filed  with  the
              Commission on May 13, 2005;

     (b).     Circuit City's Current Report on Form 8-K (File No. 1-5767), filed
              with the Commission on March 2, 2005;

     (c).     Circuit City's Current Report on Form 8-K (File No. 1-5767), filed
              with the Commission on April 21, 2005;

     (d).     Circuit City's Current Report on Form 8-K (file No. 1-5767), filed
              with the Commission on June 23, 2005; and

     (e).     the  description of Circuit  City's Common Stock  contained in the
              Registration  Statement on Form 8-A filed with the  Commission  on
              January  2,  1997,  as  amended  by  Forms  8-A/A  filed  with the
              Commission on January 31, 1997, July 8, 1997,  April 28, 1998, May
              7, 1999, July 20, 2001, July 23, 2001, and October 1, 2002, and as
              the same may be further  amended  after the date hereof  (File No.
              1-5767).

In addition,  all documents  filed by Circuit City  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

                                       2

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 4. Description of Securities.

        Not Applicable.

Item 5. Interests of Named Experts and Counsel.

        None.

Item 6. Indemnification of Directors and Officers.

        The laws of the Commonwealth of Virginia  pursuant to which Circuit City
is  incorporated  permit  Circuit City to indemnify  its officers and  directors
against certain  liabilities.  The Circuit City Amended and Restated Articles of
Incorporation,  as amended, 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 Circuit  City 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 Circuit City,  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.

        Circuit City has purchased  directors' and officers' liability insurance
policies.  Within  the limits of their  coverage,  the  policies  insure (1) the
directors  and officers of Circuit  City 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 Circuit City and
(2) Circuit City to the extent that it  indemnifies  such directors and officers
for losses as permitted under the laws of Virginia.

Item 7. Exemption from Registration Claimed.

        Not applicable.

                                       3

Item 8. Exhibits.

4.1     Circuit City's Amended and Restated Articles of Incorporation, effective
        February 3, 1997,  as amended  through  October 1, 2002,  filed with the
        Commission as Exhibit 3(i) to Circuit  City's  Quarterly  Report on Form
        10-Q for the quarter  ended  November  30, 2002 (File No.  1-5767),  are
        expressly incorporated herein by this reference.

4.2     Circuit  City's Bylaws,  as amended and restated  April 19, 2005,  filed
        with the  Commission as Exhibit 3.1 to Circuit  City's Current Report on
        Form  8-K  filed  April  21,  2005  (File  No.  1-5767),  are  expressly
        incorporated herein by this reference.

5.1     Opinion and Consent of McGuireWoods LLP*

23.1    Consent of KPMG LLP*

23.2    Consent of McGuireWoods LLP (included in Exhibit 5.1)

24.1    Powers of Attorney*

99.1    Circuit City Stores,  Inc.  2003 Stock  Incentive  Plan,  as Amended and
        Restated  Effective June 21, 2005, filed as Appendix A to Circuit City's
        Definitive  Proxy Statement on Schedule 14A, dated May 13, 2005, for the
        Annual Meeting of Shareholders  held on June 21, 2005 (File No. 1-5767),
        is expressly incorporated herein by this reference.

-----------------------
* Filed herewith.

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;

                  (ii)   To  reflect  in the  prospectus  any  facts  or  events
                         arising after the effective  date of this  registration
                         statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the  registration  statement.  Notwithstanding
                         the  foregoing,  any  increase or decrease in volume of
                         securities  offered  (if  the  total  dollar  value  of
                         securities  offered  would not  exceed  that  which was

                                       4

                         registered)  and any deviation from the low or high end
                         of  the  estimated   maximum   offering  range  may  be
                         reflected  in the  form of  prospectus  filed  with the
                         Commission   pursuant   to  Rule   424(b)  if,  in  the
                         aggregate, the changes in volume and price represent no
                         more  than  a  20%  change  in  the  maximum  aggregate
                         offering  price  set  forth  in  the   "Calculation  of
                         Registration  Fee" table in the effective  registration
                         statement; and

                  (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  information  required  to be  included  in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed with or furnished to the Commission by
                  the registrant  pursuant to Section 13 or Section 15(d) of the
                  Securities  Exchange  Act of 1934  that  are  incorporated  by
                  reference in the registration statement.

            (2)   That, for the purpose of determining  any liability  under the
                  Securities  Act of 1933,  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 of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  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 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 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 Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against

                                       5

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 Act and will be governed by the final adjudication of
such issue.

                                       6

                                   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 June 30,
2005.

                 CIRCUIT CITY STORES, INC.

                 By:      /s/ Philip J. Dunn
                          -----------------------------------------------------
                          Philip J. Dunn
                          Senior Vice President, Treasurer and Controller

        Pursuant  to the  requirements  of the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities indicated and on the 30th day of June 2005.

Signature                                            Title

/s/ W. Alan McCollough*         Chairman, Chief Executive Officer and Director
W. Alan McCollough              (principal executive officer)

/s/ Michael E. Foss*            Executive Vice President and Chief Financial
Michael E. Foss                 Officer (principal financial officer)

/s/ Philip J. Dunn              Senior Vice President, Treasurer and Controller
Philip J. Dunn                  (principal accounting officer)

/s/ Ronald M. Brill*            Director
Ronald M. Brill

/s/ Carolyn H. Byrd*            Director
Carolyn H. Byrd

                                       7

/s/ Ursula O. Fairbairn*        Director
Ursula O. Fairbairn

/s/ Barbara S. Feigin*          Director
Barbara S. Feigin

/s/ James F. Hardymon*          Director
James F. Hardymon

/s/ Alan Kane*                  Director
Alan Kane

/s/ Allen B. King*              Director
Allen B. King

/s/ Mikael Salovaara*           Director
Mikael Salovaara

/s/ J. Patrick Spainhour*       Director
J. Patrick Spainhour

/s/ Carolyn Y. Woo*             Director
Carolyn Y. Woo

*By:     /s/ Alice G. Givens
         Alice G. Givens
         Attorney-In-Fact

                                       8

                                  EXHIBIT INDEX

Exhibit
Number   Document

4.1      Circuit  City's  Amended  and  Restated   Articles  of   Incorporation,
         effective  February 3, 1997, as amended through October 1, 2002,  filed
         with the Commission as Exhibit 3(i) to Circuit City's  Quarterly Report
         on Form 10-Q for the quarter ended November 30, 2002 (File No. 1-5767),
         are expressly incorporated herein by this reference.

4.2      Circuit  City's Bylaws,  as amended and restated April 19, 2005,  filed
         with the  Commission as Exhibit 3.1 to Circuit City's Current Report on
         Form 8-K  filed  April  21,  2005  (File  No.  1-5767),  are  expressly
         incorporated herein by this reference.

5.1      Opinion and Consent of McGuireWoods LLP*

23.1     Consent of KPMG LLP*

23.2     Consent of McGuireWoods LLP (included in Exhibit 5.1)

24.1     Powers of Attorney*

99.1     Circuit City Stores,  Inc.  2003 Stock  Incentive  Plan, as Amended and
         Restated Effective June 21, 2005, filed as Appendix A to Circuit City's
         Definitive Proxy Statement on Schedule 14A, dated May 13, 2005, for the
         Annual Meeting of Shareholders held on June 21, 2005 (File No. 1-5767),
         is expressly incorporated herein by this reference.

-----------------------
* Filed herewith.

                                       9