Registration No.__________

     As filed with the Securities and Exchange Commission on March 24, 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)
                                        ----------

           1997 CIRCUIT CITY STORES, INC. EMPLOYEE STOCK PURCHASE PLAN
                           FOR CARMAX GROUP EMPLOYEES,
               AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 15, 2000
                            (Full title of the plan)

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

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



                                       1
<PAGE>




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

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

Circuit City         1,000,000        $2.2188          $2,218,800          $585.76
Stores, 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 F Preferred Stock will be attached to and
         trade with shares of CarMax Group Common Stock.  Value  attributable to
         such  rights,  if any,  will be  reflected  in the market  price of the
         shares of Common Stock.

(2)      Estimated solely for the purpose of calculating the  registration  fee.
         Based on the  average of the high and low  prices of the  CarMax  Group
         Common Stock reported in the consolidated reporting system on March 21,
         2000.

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


                                       2
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

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

     (a)  the  Company's  Annual  Report on Form 10-K (File No.  1-5767) for the
          fiscal year ended February 28, 1999,  filed with the Commission on May
          25, 1999;

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

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

     (d)  the Company's  Quarterly Report on Form 10-Q (File No. 1-5767) for the
          quarterly  period ended August 31, 1999,  filed with the Commission on
          October 15, 1999;

     (e)  the Company's  Quarterly Report on Form 10-Q (File No. 1-5767) for the
          quarterly period ended November 30, 1999, filed with the Commission on
          January 14, 2000;

     (f)  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

     (g)  the description of 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).

                                       3
<PAGE>

     In addition,  all documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the 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");

                                       4

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

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

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

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

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public policy as expressed in the  Securities  Act, and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful defense of any action, suit or proceeding) is asserted by

                                       5

<PAGE>
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 24,
2000.

                                          CIRCUIT CITY STORES, INC.
                                          Registrant

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

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

Signature                    Title                                    Date

Richard L. Sharp *
---------------------        Chief Executive Officer and          March 24, 2000
Richard L. Sharp             Chairman of the Board


Alan L. Wurtzel *
---------------------        Vice Chairman of the Board and       March 24, 2000
Alan L. Wurtzel              Director


---------------------        Executive Vice President, Chief      March 24, 2000
Michael T. Chalifoux         Financial Officer, Corporate
                             Secretary and Director

                                       6

<PAGE>

Richard N. Cooper *
---------------------        Director                             March 24, 2000
Richard N. Cooper

Barbara S. Feigin *
---------------------        Director                             March 24, 2000
Barbara S. Feigin

James F. Hardymon *
---------------------        Director                             March 24, 2000
James F. Hardymon

Robert S. Jepson, Jr. *
---------------------        Director                             March 24, 2000
Robert S. Jepson, Jr.

W. Alan McCollough*          President, Chief Operating           March 24, 2000
---------------------        Officer and Director
W. Alan McCollough

Hugh G. Robinson *
---------------------        Director                             March 24, 2000
Hugh G. Robinson

---------------------        Director                             March 24, 2000
Walter J. Salmon


Mikael Salovaara *
---------------------        Director                             March 24, 2000
Mikael Salovaara

                                       7
<PAGE>

John W. Snow *
---------------------        Director                             March 24, 2000
John W. Snow

Edward Villanueva *
---------------------        Director                             March 24, 2000
Edward Villanueva

---------------------        Senior Vice President, Treasurer,    March 24, 2000
Philip J. Dunn               Corporate Controller and Chief
                             Accounting Officer


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

                                       8
<PAGE>


                                  EXHIBIT INDEX

Exhibit           Document
Number

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

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

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

4.4               Registrant's  Bylaws,  as amended and  restated  February  15,
                  2000, filed herewith.

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

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

23.1              Consent of KPMG LLP, filed herewith.

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

24                Powers of Attorney, filed herewith.

99.1              Registrant's  1997 Circuit City Stores,  Inc.  Employee  Stock
                  Purchase  Plan for CarMax  Group  Employees,  as  amended  and
                  restated effective February 15, 2000, filed herewith.

                                       9
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{"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": "333-33212", "film-number": "577650"}, "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 24, 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)
                                        ----------

           1997 CIRCUIT CITY STORES, INC. EMPLOYEE STOCK PURCHASE PLAN
                           FOR CARMAX GROUP EMPLOYEES,
               AS AMENDED AND RESTATED EFFECTIVE FEBRUARY 15, 2000
                            (Full title of the plan)

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

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

                                       1
CALCULATION OF REGISTRATION FEE:

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

Circuit City         1,000,000        $2.2188          $2,218,800          $585.76
Stores, 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 F Preferred Stock will be attached to and
         trade with shares of CarMax Group Common Stock.  Value  attributable to
         such  rights,  if any,  will be  reflected  in the market  price of the
         shares of Common Stock.

(2)      Estimated solely for the purpose of calculating the  registration  fee.
         Based on the  average of the high and low  prices of the  CarMax  Group
         Common Stock reported in the consolidated reporting system on March 21,
         2000.

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

                                       2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

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

     (a)  the  Company's  Annual  Report on Form 10-K (File No.  1-5767) for the
          fiscal year ended February 28, 1999,  filed with the Commission on May
          25, 1999;

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

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

     (d)  the Company's  Quarterly Report on Form 10-Q (File No. 1-5767) for the
          quarterly  period ended August 31, 1999,  filed with the Commission on
          October 15, 1999;

     (e)  the Company's  Quarterly Report on Form 10-Q (File No. 1-5767) for the
          quarterly period ended November 30, 1999, filed with the Commission on
          January 14, 2000;

     (f)  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

     (g)  the description of 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).

                                       3
In addition,  all documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the 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");

                                       4
(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 paragraphs (1)(i) and (1)(ii) do not
               apply if the  Registration  Statement  is on Form S-3 or Form S-8
               and the information  required to be included in a  post-effective
               amendment by those  paragraphs  is contained in periodic  reports
               filed by the  registrant  pursuant to Section 13 or Section 15(d)
               of the  Exchange  Act that are  incorporated  by reference in the
               Registration Statement.

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

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

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

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public policy as expressed in the  Securities  Act, and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful defense of any action, suit or proceeding) is asserted by

                                       5
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 24,
2000.

                                          CIRCUIT CITY STORES, INC.
                                          Registrant

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

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

Signature                    Title                                    Date

Richard L. Sharp *
---------------------        Chief Executive Officer and          March 24, 2000
Richard L. Sharp             Chairman of the Board

Alan L. Wurtzel *
---------------------        Vice Chairman of the Board and       March 24, 2000
Alan L. Wurtzel              Director

---------------------        Executive Vice President, Chief      March 24, 2000
Michael T. Chalifoux         Financial Officer, Corporate
                             Secretary and Director

                                       6
Richard N. Cooper *
---------------------        Director                             March 24, 2000
Richard N. Cooper

Barbara S. Feigin *
---------------------        Director                             March 24, 2000
Barbara S. Feigin

James F. Hardymon *
---------------------        Director                             March 24, 2000
James F. Hardymon

Robert S. Jepson, Jr. *
---------------------        Director                             March 24, 2000
Robert S. Jepson, Jr.

W. Alan McCollough*          President, Chief Operating           March 24, 2000
---------------------        Officer and Director
W. Alan McCollough

Hugh G. Robinson *
---------------------        Director                             March 24, 2000
Hugh G. Robinson

---------------------        Director                             March 24, 2000
Walter J. Salmon

Mikael Salovaara *
---------------------        Director                             March 24, 2000
Mikael Salovaara

                                       7
John W. Snow *
---------------------        Director                             March 24, 2000
John W. Snow

Edward Villanueva *
---------------------        Director                             March 24, 2000
Edward Villanueva

---------------------        Senior Vice President, Treasurer,    March 24, 2000
Philip J. Dunn               Corporate Controller and Chief
                             Accounting Officer

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

                                       8
EXHIBIT INDEX

Exhibit           Document
Number

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

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

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

4.4               Registrant's  Bylaws,  as amended and  restated  February  15,
                  2000, filed herewith.

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

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

23.1              Consent of KPMG LLP, filed herewith.

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

24                Powers of Attorney, filed herewith.

99.1              Registrant's  1997 Circuit City Stores,  Inc.  Employee  Stock
                  Purchase  Plan for CarMax  Group  Employees,  as  amended  and
                  restated effective February 15, 2000, filed herewith.

                                       9