As filed with the Securities and Exchange Commission on October 25, 2004.
                              Registration No. 333-
================================================================================
                       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. 2000 Non-Employee Directors Stock Incentive Plan,
               as Amended and Restated, Effective August 17, 2004
                            (Full title of the plan)

                                W. Stephen Cannon
              Senior Vice President, General Counsel and Secretary
                            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
                                                 Amount to be    offering price per       Proposed maximum           Amount of
      Title of Securities to be Registered        registered         share (3)        aggregate offering price    registration fee
----------------------------------------------- -------------- ---------------------- -------------------------- -------------------
Common Stock, par value $.50 per share, with
attached Rights to purchase
-----------------------------------------------
Preferred Stock Series E, par
value $20.00 per share (1)(2)..................    500,000             $15.46                $7,730,000               $979.39
=============================================== ============== ====================== ========================== ===================

</TABLE>

(1)  The securities  being  registered  represents  additional  shares of Common
     Stock, and attached  Rights,  of Circuit City Stores,  Inc.  authorized and
     reserved for issuance under the Circuit City Stores, Inc. 2000 Non-Employee
     Directors Stock Incentive Plan, as Amended and Restated,  Effective  August
     17, 2004 and not previously registered.

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

(3)  Estimated  solely for the purpose of calculating  the  registration  fee as
     contemplated by Rule 457(c) and 457(h)(1) of the Securities Act of 1933, as
     amended, and based on the average of the high ($15.71) and low ($15.20) per
     share sales  prices of the Common  Stock on the New York Stock  Exchange on
     October 21, 2004.



     The  securities  covered by this  registration  statement  may be issued to
eligible  non-employee members of the Board of Directors of Circuit City Stores,
Inc.  ("Circuit City") from time to time pursuant to incentive awards granted or
to be granted under the Circuit City Stores,  Inc. 2000  Non-Employee  Directors
Stock Incentive Plan, as Amended and Restated, Effective August 17, 2004.

                                     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  hereby  incorporates  by  reference  into this  registration
statement the documents listed below:

                  (a)      Circuit  City's  Annual Report on Form 10-K (File No.
                           001-05767)  for the fiscal  year ended  February  29,
                           2004, filed with the Commission on May 10, 2004;

                  (b)      Circuit City's  Quarterly  Reports on Form 10-Q (File
                           No.  001-05767)  for the fiscal quarter ended May 31,
                           2004,  filed with the Commission on July 9, 2004, and
                           for the fiscal  quarter ended August 31, 2004,  filed
                           with the Commission on October 12, 2004;

                  (c)      Circuit City's Current Reports on Forms 8-K and 8-K/A
                           (File No.  001-05767)  filed with the  Commission  on
                           June 4, 2004, June 14, 2004,  July 12, 2004,  October
                           4, 2004 and October 22, 2004;

                  (d)      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. 001-05767); and


                                       2


                  (e)      the  description of the Rights to Purchase  Preferred
                           Stock,   Series  E,  contained  in  the  Registration
                           Statement  on Form 8-A filed with the  Commission  on
                           April 28, 1998,  as amended by Forms 8-A/A filed with
                           the  Commission on 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.
                           001-05767).

     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  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.   Circuit  City's   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.


                                       3


Item 7. Exemption from Registration Claimed.

         Not applicable.

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.   001-05767),   are  expressly
                  incorporated herein by this reference.

         4.2      Circuit City's Bylaws,  as amended and restated June 17, 2003,
                  filed with the  Commission as Exhibit 3(iii) to Circuit City's
                  Quarterly  Report on Form 10-Q for the  quarter  ended May 31,
                  2003 (File No. 001-05767),  are expressly  incorporated herein
                  by this reference.

         4.3      Third  Amended  and  Restated  Rights  Agreement,  dated as of
                  October 1, 2002,  between  Circuit  City and Wells  Fargo Bank
                  Minnesota,  N.A.,  as  Rights  Agent,  filed as  Exhibit  1 to
                  Circuit  City's  Form  8-A/A  filed  October 1, 2002 (File No.
                  001-05767),   is   expressly   incorporated   herein  by  this
                  reference.

         5.1      Opinion and Consent of McGuireWoods LLP*

         23.1     Consent of KPMG LLP*

         23.2     Consent of PricewaterhouseCoopers LLP*

         23.3     Consent of McGuireWoods LLP (included in Exhibit 5.1)

         24.1     Power of Attorney*

         99.1     Circuit City Stores,  Inc. 2000  Non-Employee  Directors Stock
                  Incentive Plan, as Amended and Restated,  Effective August 17,
                  2004*


-----------------------
* 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;


                                       4


                           (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 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 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.


                                       5


         (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  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 October 25,
2004.

                         CIRCUIT CITY STORES, INC.

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

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated and on the 25th day of October 2004.



Signature                      Title


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


/s/ Michael E. Foss*           Senior Vice President, Chief Financial Officer
------------------------------ (principal financial officer)
Michael E. Foss


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



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


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


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


/s/ E.V. Goings*               Director
------------------------------
E.V. Goings


/s/ James F. Hardymon*         Lead 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/ W. Stephen Cannon
         ---------------------------
         W. Stephen Cannon
         Attorney-In-Fact




                                  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.   001-05767),   are  expressly
                  incorporated herein by this reference.

4.2               Circuit City's Bylaws,  as amended and restated June 17, 2003,
                  filed with the  Commission as Exhibit 3(iii) to Circuit City's
                  Quarterly  Report on Form 10-Q for the  quarter  ended May 31,
                  2003 (File No. 001-05767),  are expressly  incorporated herein
                  by this reference.

4.3               Third  Amended  and  Restated  Rights  Agreement,  dated as of
                  October 1, 2002,  between  Circuit  City and Wells  Fargo Bank
                  Minnesota,  N.A.,  as  Rights  Agent,  filed as  Exhibit  1 to
                  Circuit  City's  Form  8-A/A  filed  October 1, 2002 (File No.
                  001-05767),   is   expressly   incorporated   herein  by  this
                  reference.

5.1               Opinion and Consent of McGuireWoods LLP*

23.1              Consent of KPMG LLP*

23.2              Consent of PricewaterhouseCoopers LLP*

23.3              Consent of McGuireWoods LLP (included in Exhibit 5.1)

24.1              Power of Attorney*

99.1              Circuit City Stores,  Inc. 2000  Non-Employee  Directors Stock
                  Incentive Plan, as Amended and Restated,  Effective August 17,
                  2004*


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



                                      E-1
[{"type": "S-8", "sequence": "1", "filename": "ccs102504_s8.txt", "description": "REGISTRATION STATEMENT OCTOBER 25, 2004", "secsgml_size_bytes": 22012}]
{"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": "333-119936", "film-number": "041094032"}, "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 October 25, 2004.
                              Registration No. 333-
================================================================================
                       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. 2000 Non-Employee Directors Stock Incentive Plan,
               as Amended and Restated, Effective August 17, 2004
                            (Full title of the plan)

                                W. Stephen Cannon
              Senior Vice President, General Counsel and Secretary
                            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 (3)        aggregate offering price    registration fee
----------------------------------------------- -------------- ---------------------- -------------------------- -------------------
Common Stock, par value $.50 per share, with
attached Rights to purchase
-----------------------------------------------
Preferred Stock Series E, par
value $20.00 per share (1)(2)..................    500,000             $15.46                $7,730,000               $979.39
=============================================== ============== ====================== ========================== ===================
(1)  The securities  being  registered  represents  additional  shares of Common
     Stock, and attached  Rights,  of Circuit City Stores,  Inc.  authorized and
     reserved for issuance under the Circuit City Stores, Inc. 2000 Non-Employee
     Directors Stock Incentive Plan, as Amended and Restated,  Effective  August
     17, 2004 and not previously registered.

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

(3)  Estimated  solely for the purpose of calculating  the  registration  fee as
     contemplated by Rule 457(c) and 457(h)(1) of the Securities Act of 1933, as
     amended, and based on the average of the high ($15.71) and low ($15.20) per
     share sales  prices of the Common  Stock on the New York Stock  Exchange on
     October 21, 2004.

     The  securities  covered by this  registration  statement  may be issued to
eligible  non-employee members of the Board of Directors of Circuit City Stores,
Inc.  ("Circuit City") from time to time pursuant to incentive awards granted or
to be granted under the Circuit City Stores,  Inc. 2000  Non-Employee  Directors
Stock Incentive Plan, as Amended and Restated, Effective August 17, 2004.

                                     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  hereby  incorporates  by  reference  into this  registration
statement the documents listed below:

                  (a)      Circuit  City's  Annual Report on Form 10-K (File No.
                           001-05767)  for the fiscal  year ended  February  29,
                           2004, filed with the Commission on May 10, 2004;

                  (b)      Circuit City's  Quarterly  Reports on Form 10-Q (File
                           No.  001-05767)  for the fiscal quarter ended May 31,
                           2004,  filed with the Commission on July 9, 2004, and
                           for the fiscal  quarter ended August 31, 2004,  filed
                           with the Commission on October 12, 2004;

                  (c)      Circuit City's Current Reports on Forms 8-K and 8-K/A
                           (File No.  001-05767)  filed with the  Commission  on
                           June 4, 2004, June 14, 2004,  July 12, 2004,  October
                           4, 2004 and October 22, 2004;

                  (d)      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. 001-05767); and

                                       2

                  (e)      the  description of the Rights to Purchase  Preferred
                           Stock,   Series  E,  contained  in  the  Registration
                           Statement  on Form 8-A filed with the  Commission  on
                           April 28, 1998,  as amended by Forms 8-A/A filed with
                           the  Commission on 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.
                           001-05767).

     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  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.   Circuit  City's   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.

                                       3

Item 7. Exemption from Registration Claimed.

         Not applicable.

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.   001-05767),   are  expressly
                  incorporated herein by this reference.

         4.2      Circuit City's Bylaws,  as amended and restated June 17, 2003,
                  filed with the  Commission as Exhibit 3(iii) to Circuit City's
                  Quarterly  Report on Form 10-Q for the  quarter  ended May 31,
                  2003 (File No. 001-05767),  are expressly  incorporated herein
                  by this reference.

         4.3      Third  Amended  and  Restated  Rights  Agreement,  dated as of
                  October 1, 2002,  between  Circuit  City and Wells  Fargo Bank
                  Minnesota,  N.A.,  as  Rights  Agent,  filed as  Exhibit  1 to
                  Circuit  City's  Form  8-A/A  filed  October 1, 2002 (File No.
                  001-05767),   is   expressly   incorporated   herein  by  this
                  reference.

         5.1      Opinion and Consent of McGuireWoods LLP*

         23.1     Consent of KPMG LLP*

         23.2     Consent of PricewaterhouseCoopers LLP*

         23.3     Consent of McGuireWoods LLP (included in Exhibit 5.1)

         24.1     Power of Attorney*

         99.1     Circuit City Stores,  Inc. 2000  Non-Employee  Directors Stock
                  Incentive Plan, as Amended and Restated,  Effective August 17,
                  2004*

-----------------------
* 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;

                                       4

                           (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 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 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.

                                       5

         (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  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 October 25,
2004.

                         CIRCUIT CITY STORES, INC.

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

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated and on the 25th day of October 2004.

Signature                      Title

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

/s/ Michael E. Foss*           Senior Vice President, Chief Financial Officer
------------------------------ (principal financial officer)
Michael E. Foss

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

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

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

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

/s/ E.V. Goings*               Director
------------------------------
E.V. Goings

/s/ James F. Hardymon*         Lead 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/ W. Stephen Cannon
         ---------------------------
         W. Stephen Cannon
         Attorney-In-Fact

                                  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.   001-05767),   are  expressly
                  incorporated herein by this reference.

4.2               Circuit City's Bylaws,  as amended and restated June 17, 2003,
                  filed with the  Commission as Exhibit 3(iii) to Circuit City's
                  Quarterly  Report on Form 10-Q for the  quarter  ended May 31,
                  2003 (File No. 001-05767),  are expressly  incorporated herein
                  by this reference.

4.3               Third  Amended  and  Restated  Rights  Agreement,  dated as of
                  October 1, 2002,  between  Circuit  City and Wells  Fargo Bank
                  Minnesota,  N.A.,  as  Rights  Agent,  filed as  Exhibit  1 to
                  Circuit  City's  Form  8-A/A  filed  October 1, 2002 (File No.
                  001-05767),   is   expressly   incorporated   herein  by  this
                  reference.

5.1               Opinion and Consent of McGuireWoods LLP*

23.1              Consent of KPMG LLP*

23.2              Consent of PricewaterhouseCoopers LLP*

23.3              Consent of McGuireWoods LLP (included in Exhibit 5.1)

24.1              Power of Attorney*

99.1              Circuit City Stores,  Inc. 2000  Non-Employee  Directors Stock
                  Incentive Plan, as Amended and Restated,  Effective August 17,
                  2004*

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

                                      E-1