SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 8-A/A

                                 Amendment No. 5

                For Registration of Certain Classes of Securities
                     Pursuant to Section 12(b) or (g) of the
                         Securities Exchange Act of 1934

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


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


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

Securities to be registered pursuant to Section 12(b) of the Act:


          Title of each class                     Name of each exchange on
          to be so registered                     which each class is to be
                                                         registered

         Circuit City Stores, Inc. --               New York Stock Exchange
 Circuit City Group Common Stock, par value      (when issued and regular way)
             $.50 per share

         Circuit City Stores, Inc. --               New York Stock Exchange
   CarMax Group Common Stock, par value          (when issued and regular way)
             $.50 per share

Securities to be registered pursuant to Section 12(g) of the Act:

                                      None

                                (Title of Class)



         The text of "Item  1.  Description  of  Registrant's  Securities  to be
Registered", as amended, appears below and reflects an amendment and restatement
of  the  Registrant's  Shareholder  Rights  Agreement,  which  was  approved  by
Registrant's Board of Directors on July 10, 2001.

Item 1.   Description of Registrant's Securities to be Registered.

         Reference is made to the information set forth under "Proposal 1 -- The
CarMax Stock  Proposal --  Description  of Circuit City Stock and CarMax Stock,"
"--  Inter-Group  Interest,"  and  "--  Anti-takeover   Considerations"  in  the
Registrant's  definitive  proxy statement filed with the Securities and Exchange
Commission on December 23, 1996. A copy of such  information is filed as Exhibit
2 to this Registration Statement and is incorporated herein by reference.

         Rights Agreement

         On April 14, 1998, the Board of Directors of Circuit City Stores, Inc.,
a Virginia corporation (the "Company"),  declared a dividend distribution of (1)
one Preferred  Stock  Purchase  Right (a "Circuit City Right") for each share of
the Circuit City Stores,  Inc. - Circuit City Group Common Stock, par value $.50
per share (the "Circuit City Stock")  outstanding on April 29, 1998 (the "Record
Date"),  and (2) one Preferred  Stock Purchase Right (a "CarMax Right") for each
share of the Circuit City Stores,  Inc. - CarMax Group Common  Stock,  par value
$.50 per share (the "CarMax Stock")  outstanding on the Record Date, and further
authorized  the  issuance  of one Circuit  City Right and one CarMax  Right with
respect to each share of Circuit City Stock and CarMax Stock, respectively, that
in  certain  cases  shall  become  outstanding  thereafter.  At the  time of the
declaration of such dividend,  each Circuit City Right  represented the right to
purchase from the Company one  four-hundredth of a share of the Company's Series
E Cumulative Participating Preferred Stock, par value $20 per share (the "Series
E Preferred Stock"), at a price of $250.00 (the "Series E Purchase Price"),  and
each  CarMax  Right  represented  the right to  purchase  from the  Company  one
four-hundredth  of a share of the  Company's  Series F Cumulative  Participating
Preferred Stock, par value $20 per share (the "Series F Preferred Stock"),  at a
price of  $100.00  (the  "Series F  Purchase  Price"),  in each case  subject to
adjustment in certain circumstances. The description and terms of the Rights are
set forth in a Rights Agreement, dated as of April 14, 1998, between the Company
and Norwest Bank  Minnesota,  N.A.,  as rights agent (the  "Rights  Agent"),  as
amended  and  restated  as of  February  16,  1999 and as of July 10, 2001 (such
agreement,  as so amended and  restated  and as amended  from time to time being
hereinafter called the "Rights Agreement").

         Initially,  the Circuit City Rights and the CarMax Rights (collectively
the  "Rights")  will  be  attached  to  and  represented  by  the   certificates
representing  outstanding  shares  of  Circuit  City  Stock  and  CarMax  Stock,
respectively  (collectively,  the "Common Stock"). The Rights will separate from
the Common Stock on the date (the  "Distribution  Date") which is the earlier of
(i) ten  days  following  a  public  announcement  that a  person  or  group  of
affiliated or associated persons (an "Acquiring Person") has acquired beneficial
ownership of an Acquiring Block (as hereinafter  defined),  or (ii) ten business
days (or such  later date as may be set by the Board of  Directors  prior to any
person becoming an Acquiring  Person)  following the  commencement  of,

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or first public  announcement of the intent of any person to commence,  a tender
offer or  exchange  offer if,  upon  consummation  thereof,  the person or group
making such offer would be the beneficial  owner of an Acquiring Block. For this
purpose,  an  Acquiring  Block means  either (x) 15% or more of the  outstanding
Circuit City Stock or (y) shares of Common Stock which  include both 30% or more
of the outstanding  CarMax Stock and 15% or more of the voting power (determined
as set forth in the Rights Agreement) of the Common Stock.  Notwithstanding  the
foregoing,  any person who was not an Acquiring  Person  immediately  before the
Rights Agreement was restated on July 10, 2001, but who owns shares constituting
an Acquiring Block at the time of such  restatement  (and does not  subsequently
cease to beneficially  own shares  constituting an Acquiring Block) shall not be
deemed an Acquiring Person unless such person acquires 20% or more of the voting
power of the outstanding shares of Common Stock.

         Until  the  Distribution  Date,  (i) no  Rights  certificates  will  be
distributed,  (ii) the Rights will be transferable with and only with the Common
Stock  certificates,  and (iii) the  surrender  for transfer of any Common Stock
certificates will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificates.  Following the Distribution Date,
Rights  certificates  will be mailed to holders of record of the Common Stock as
of the close of business on the Distribution Date and, thereafter, such separate
Rights  certificates  alone will evidence the Rights.  Except in certain limited
circumstances, only shares of Common Stock issued prior to the Distribution Date
will be issued with Rights.

         The Rights are not  exercisable  until the  Distribution  Date and will
expire at the close of business on April 14, 2008,  unless earlier  exercised or
redeemed by the Company as described below.

         If any person becomes an Acquiring Person,  each holder of a Right will
thereafter  have the right to receive,  upon the  exercise  thereof,  in lieu of
shares of the  associated  series of Preferred  Stock,  shares of the associated
series of Common Stock (or, in certain  circumstances,  cash,  property or other
securities of the Company)  having a value equal to two times the exercise price
of the Right.  Notwithstanding  any of the foregoing,  following such occurrence
any Rights that are, or (under  certain  circumstances  specified  in the Rights
Agreement)  were,  beneficially  owned by an Acquiring  Person will  immediately
become null and void.

         For example,  at an exercise price of $250 per Right, each Circuit City
Right not owned by an Acquiring Person (or by certain related parties) following
an event  set forth in the  preceding  paragraph  would  entitle  its  holder to
purchase  $500 worth of Circuit City Stock (or other  securities  or assets,  as
noted  above) for $250.  Assuming  that the  Circuit  City Stock had a per share
value of $50 at such time,  the holder of each valid Circuit City Right would be
entitled to purchase  ten shares of Circuit  City Stock for $250.  The holder of
each valid CarMax Right would have a similar right under such  circumstances  to
purchase  $200 worth of CarMax  Stock (or such other  securities  or assets) for
$100 (the exercise price of a CarMax Right).

         At any time following the date any person acquires an Acquiring  Block,
if (i) the Company engages in a merger or  consolidation in which the Company is
not  the  surviving  corporation,  (ii)  the  Company  engages  in a  merger  or
consolidation  with  another  person  in  which

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the Company is the surviving corporation, but in which all or part of the Common
Stock is changed or exchanged,  (iii) the Company  engages in a statutory  share
exchange or (iv) 50% or more of the Company's assets or earning power is sold or
transferred, the Rights Agreement requires that proper provision be made so that
each  holder of a Right  will  thereafter  have the right to  receive,  upon the
exercise thereof,  common stock of the acquiring company having a value equal to
two times the exercise price of the Right. Notwithstanding any of the foregoing,
following the occurrence of any of the events set forth in this  paragraph,  any
Rights  that are,  or  (under  certain  circumstances  specified  in the  Rights
Agreement)  were,  beneficially  owned by an Acquiring  Person will  immediately
become null and void.

         The Rights Agreement  provides that,  after the Distribution  Date, the
Company generally may not take any action which would diminish substantially the
benefits of the Rights,  including any  consolidation or merger with, or sale of
50% of the Company's assets or earning power to, any person which has securities
or is bound by agreements which would have such effect.

         The Series E Purchase Price or the Series F Purchase Price, as the case
may be (the "Purchase Price"), payable, and the number of one four-hundredths of
a share of  Preferred  Stock or other  securities  or  property  issuable,  upon
exercise  of the Rights are subject to  adjustment  from time to time to prevent
dilution (i) in the event of a stock  dividend on the  Preferred  Stock or other
capital  stock,  or  a  subdivision,  combination  or  reclassification  of  the
Preferred  Stock,  (ii)  upon the grant to  holders  of the  Preferred  Stock of
certain  rights or warrants  to  subscribe  for  Preferred  Stock or  securities
convertible  into  Preferred  Stock at less than the current market price of the
Preferred  Stock,  or (iii) upon the  distribution  to holders of the  Preferred
Stock of evidences of indebtedness or assets  (excluding  regular quarterly cash
dividends) or of  subscription  rights or warrants (other than those referred to
above).

         With certain  exceptions,  no adjustment in the Purchase  Price will be
required until  cumulative  adjustments  require an adjustment of at least 1% in
such Purchase Price.  The Company may, in lieu of issuing  fractional  shares of
Preferred  Stock  (other than  fractions  which are  integral  multiples  of one
four-hundredth  of a share) upon  exercise of the  Rights,  make a cash  payment
based on the market price of the Preferred  Stock on the last trading date prior
to the date of exercise.

         If the Company is not able to issue shares of the applicable  series of
Preferred  Stock or Common Stock because of the absence of necessary  regulatory
approval,  restrictions contained in the Company's Amended and Restated Articles
of  Incorporation or for any other reason,  a person  exercising  Rights will be
entitled to receive a combination of cash or property or other securities having
a value  equal to the value of the  shares of  Preferred  Stock or Common  Stock
which would otherwise have been issued upon exercise of the Rights.

         At any time until the date any person acquires an Acquiring  Block, the
Board of  Directors  of the Company  may redeem the Circuit  City Rights and the
CarMax Rights in whole,  but not in part, at a price of $.01 per Right,  payable
in cash or securities or both (the  "Redemption  Price").  Immediately  upon the
action of the Board of  Directors  of the  Company  ordering  redemption  of the
Rights,  the Rights will  terminate  and the only right of the holders of Rights
will be to  receive

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the Redemption Price. Any such redemption may be made effective at such time, on
such  basis  and with  such  conditions  as may be  established  by the Board of
Directors.

         After a person  becomes an  Acquiring  Person and before any  Acquiring
Person acquires 50% or more in voting power of the outstanding  shares of Common
Stock,  the Company  may require a holder to exchange  all or any portion of the
holder's  Rights at an exchange  ratio of (1) one share of Circuit City Stock or
before  anti-dilution  adjustments  one  four-hundredth  of a share of  Series E
Preferred Stock (or in certain  circumstances,  other securities of the Company)
per Circuit City Right and (2) one share of CarMax Stock or before anti-dilution
adjustments  one  four-hundredth  of a share of Series F Preferred  Stock (or in
certain circumstances, other securities of the Company) per CarMax Right.

         Until a Right is exercised,  the holder thereof,  as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive  dividends.  While the distribution of the Rights will not
be taxable to stockholders or to the Company,  stockholders may,  depending upon
the  circumstances,  recognize  taxable income at such time as the Rights become
exercisable  or are exercised for Common Stock (or other  consideration)  of the
Company or for common stock of the acquiring company as set forth above.

         Certain  provisions of the Rights  Agreement  relating to the principal
economic  terms of the Rights  generally  may not be amended at any time.  Other
provisions  may be amended by the Board of Directors of the Company prior to the
time any person acquires an Acquiring Block. Thereafter,  these other provisions
of the  Rights  Agreement  may be  amended  by the Board in  order:  to cure any
ambiguity,  defect  or  inconsistency,  or in any  other  respect  that will not
adversely affect the interests of holders of Rights  (excluding the interests of
any Acquiring Person).

         Each one  four-hundredth of a share of Series E Preferred Stock will be
entitled to (i) a quarterly  dividend  equal to the greater of (a) the quarterly
dividend  declared  per  share of  Circuit  City  Stock or (b)  $.01,  (ii) upon
liquidation,  a minimum preferential liquidation payment equal to the greater of
(a) $250.00 or (b) the market price of a share of Circuit City Stock at the time
of liquidation, plus accrued and unpaid dividends, and (iii) in the event of any
merger, consolidation or other transaction in which shares of Circuit City Stock
are exchanged,  the same amount  received per share of Circuit City Stock.  Each
one  four-hundredth  of a share of Series F Preferred  Stock will be entitled to
(i) a  quarterly  dividend  equal to the greater of (a) the  quarterly  dividend
declared per share of CarMax Stock or (b) $.01, (ii) upon liquidation, a minimum
preferential  liquidation payment equal to the greater of (a) $100.00 or (b) the
market price of a share of CarMax Stock at the time of liquidation, plus accrued
and unpaid  dividends,  and (iii) in the event of any merger,  consolidation  or
other transaction in which shares of CarMax Stock are exchanged, the same amount
received per share of CarMax Stock. After April 14, 2058, the Company may redeem
all or any portion of the Series E or Series F Preferred  Stock at a price equal
to the respective liquidation payments described above. The foregoing rights are
protected  by  customary  anti-dilution  provisions.  The  holders  of shares of
Preferred  Stock are not  entitled  to vote on any  matter  except to the extent
provided  by law.  Because  of the  nature of the  Preferred  Stock's  dividend,
liquidation and redemption  rights,  the value of each one  four-hundredth  of a
share  of  Preferred  Stock  purchasable  upon  exercise  of each  Right  should


                                       5

approximate  the value of one  share of the  associated  series of Common  Stock
subject to the effect on such value of the fact that holders of Preferred  Stock
have no voting rights other than those provided by law.

         The  number  of  four-hundredths  of a share of  Preferred  Stock,  the
dividend  rate on the  Preferred  Stock and the number of  four-hundredths  of a
share of  Preferred  Stock  which may be issued  upon an exchange of the Rights,
have been appropriately adjusted, under the anti-dilution provisions, to reflect
the two-for-one stock split of the Circuit City Stock effective June 30, 1999.

         This summary  description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement,  which is
incorporated  herein by  reference  to  Exhibit 1 filed  with this  Registration
Statement.

Item 2.  Exhibits.

       * 1.    Second Amended and Restated Rights Agreement dated as of July 10,
               2001 between  Registrant  and Wells Fargo Bank  Minnesota,  N.A.,
               formerly  named  Norwest Bank  Minnesota,  N.A., as Rights Agent,
               including Exhibits A-1, A-2, B-1, B-2 and C thereto.

      ** 2.    Information  set forth  under  "Proposal  1 -- The  CarMax  Stock
               Proposal --  Description of Circuit City Stock and CarMax Stock,"
               "-- Inter-Group Interest," and "-- Anti-Takeover  Considerations"
               in the Registrant's definitive proxy statement filed December 23,
               1996 (File No. 1-5767), is expressly  incorporated herein by this
               reference.

         3.    Registrant's  Amended and  Restated  Articles  of  Incorporation,
               effective  February  3,  1997,  filed as  Exhibit 3 (i)(a) to the
               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.    Registrant's  Articles of  Amendment  to its Amended and Restated
               Articles of  Incorporation,  effective  April 28, 1998,  filed as
               Exhibit 3(i)(b) to the 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.

         5.    Registrant's  Articles of  Amendment  to its Amended and Restated
               Articles of  Incorporation,  effective  June 22,  1999,  filed as
               Exhibit 3(i)(c) to the 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.

         6.    Form of Rights  Certificate  for rights  attached to Circuit City
               Stores, Inc. -- Circuit City Group Common Stock, filed as Exhibit
               B-1  to  the  Rights   Agreement  filed  as  Exhibit  1  to  this
               Registration Statement.

         7.    Form of Rights  Certificate  for rights  attached to Circuit City
               Stores,  Inc. -- CarMax Group Common Stock,  filed as Exhibit B-2
               to the Rights  Agreement filed as Exhibit 1 to this  Registration
               Statement.

                                       6


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

         * Filed herewith.
         ** Previously filed.


                                        7




                                   SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934,  the  registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                 CIRCUIT CITY STORES, INC.




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

Dated:  July 20, 2001


                                       8



                                INDEX TO EXHIBITS

       * 1.    Second Amended and Restated Rights Agreement dated as of July 10,
               2001 between  Registrant  and Wells Fargo Bank  Minnesota,  N.A.,
               formerly  named  Norwest Bank  Minnesota,  N.A., as Rights Agent,
               including Exhibits A-1, A-2, B-1, B-2 and C thereto.

      ** 2.    Information  set forth  under  "Proposal  1 -- The  CarMax  Stock
               Proposal --  Description of Circuit City Stock and CarMax Stock,"
               "-- Inter-Group Interest," and "-- Anti-Takeover  Considerations"
               in the Registrant's definitive proxy statement filed December 23,
               1996 (File No. 1-5767), is expressly  incorporated herein by this
               reference.

         3.    Registrant's  Amended and  Restated  Articles  of  Incorporation,
               effective  February  3,  1997,  filed as  Exhibit 3 (i)(a) to the
               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.    Registrant's  Articles of  Amendment  to its Amended and Restated
               Articles of  Incorporation,  effective  April 28, 1998,  filed as
               Exhibit 3(i)(b) to the 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.

         5.    Registrant's  Articles of  Amendment  to its Amended and Restated
               Articles of  Incorporation,  effective  June 22,  1999,  filed as
               Exhibit 3(i)(c) to the 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.

         6.    Form of Rights  Certificate  for rights  attached to Circuit City
               Stores, Inc. -- Circuit City Group Common Stock, filed as Exhibit
               B-1  to  the  Rights   Agreement  filed  as  Exhibit  1  to  this
               Registration Statement.

         7.    Form of Rights  Certificate  for rights  attached to Circuit City
               Stores,  Inc. -- CarMax Group Common Stock,  filed as Exhibit B-2
               to the Rights  Agreement filed as Exhibit 1 to this  Registration
               Statement.

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


         * Filed herewith.
         ** Previously filed.


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