UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q


            [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                For the Quarterly Period Ended November 30, 2002

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                          Commission File Number 1-5767


                            CIRCUIT CITY STORES, INC.
             (Exact Name of Registrant as Specified in its Charter)

          VIRGINIA                                           54-0493875
          --------                                           ----------
  (State of Incorporation)                                (I.R.S. Employer
                                                         Identification No.)

                  9950 MAYLAND DRIVE, RICHMOND, VIRGINIA 23233
              (Address of Principal Executive Offices and Zip Code)

                                 (804) 527-4000
              (Registrant's Telephone Number, Including Area Code)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

    Yes    X                                                No
        -------                                                ------

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date.

        Class                               Outstanding at December 31, 2002
Common Stock, par value $0.50                           210,527,021

An Index is included on Page 2 and a separate  Index for Exhibits is included on
Page 29.




                   CIRCUIT CITY STORES, INC. AND SUBSIDIARIES

                                      INDEX


                                                                                           Page
                                                                                            No.
PART I.           FINANCIAL INFORMATION

      Item 1.     Financial Statements:

                     Consolidated Balance Sheets -
                     November 30, 2002, and February 28, 2002                               3

                     Consolidated Statements of Operations -
                     Three Months and Nine Months Ended November 30, 2002 and 2001          4

                     Consolidated Statements of Cash Flows -
                     Nine Months Ended November 30, 2002 and 2001                           5

                     Notes to Consolidated Financial Statements                             6


      Item 2.     Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                15


      Item 3.     Quantitative and Qualitative Disclosures About Market Risk               23


      Item 4.     Controls and Procedures                                                  24


PART II.          OTHER INFORMATION

      Item 1.     Legal Proceedings                                                        24

      Item 6.     Exhibits and Reports on Form 8-K                                         24


SIGNATURES                                                                                 26
----------


SECTION 302 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER                                   27
--------------------------------------------------------


SECTION 302 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER                                   28
--------------------------------------------------------


EXHIBIT INDEX                                                                              29
-------------

                                  Page 2 of 29



                                   PART I. FINANCIAL INFORMATION
                                   ITEM 1. FINANCIAL STATEMENTS
                            CIRCUIT CITY STORES, INC. AND SUBSIDIARIES
                                  Consolidated Balance Sheets
                             (Amounts in thousands except share data)

                                                                     Nov. 30, 2002       Feb. 28, 2002
                                                                      (Unaudited)
ASSETS
Current assets:
Cash and cash equivalents                                             $  437,539          $1,248,246
Accounts receivable, net                                                 231,167             158,817
Retained interests in securitized receivables                            518,192             394,456
Merchandise inventory                                                  2,374,860           1,234,243
Prepaid expenses and other current assets                                 69,894              39,246
Assets of discontinued operations                                              -             577,703
                                                                      ----------          ----------

Total current assets                                                   3,631,652           3,652,711

Property and equipment, net                                              693,157             732,802
Deferred income taxes                                                          -               2,647
Other assets                                                               7,282              11,354
Assets of discontinued operations                                              -             142,519
                                                                      ----------          ----------

TOTAL ASSETS                                                          $4,332,091          $4,542,033
                                                                      ==========          ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable                                                      $1,575,762          $1,019,519
Accrued expenses and other current liabilities                           143,137             157,561
Accrued income taxes                                                           -             100,696
Deferred income taxes                                                    124,921             116,297
Short-term debt                                                           58,000                 397
Current installments of long-term debt                                     1,346              23,465
Liabilities of discontinued operations                                         -             223,392
                                                                      ----------          ----------

Total current liabilities                                              1,903,166           1,641,327

Long-term debt, excluding current installments                            11,640              14,064
Other liabilities                                                        156,341             140,853
Deferred income taxes                                                      3,049                   -
Liabilities of discontinued operations                                         -              11,351
                                                                      ----------          ----------

TOTAL LIABILITIES                                                      2,074,196           1,807,595
                                                                      ----------          ----------
Stockholders' equity:
Circuit City common stock, $0.50 par value;
     350,000,000 shares authorized; 210,533,299 shares
     issued and outstanding as of November 30, 2002                      105,267             104,411
CarMax Group common stock                                                      -              18,426
Capital in excess of par value                                           841,696             810,047
Retained earnings                                                      1,310,932           1,801,554
                                                                      ----------          ----------

TOTAL STOCKHOLDERS' EQUITY                                             2,257,895           2,734,438
                                                                      ----------          ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $4,332,091          $4,542,033
                                                                      ==========          ==========

See accompanying notes to consolidated financial statements.

                                  Page 3 of 29




                   CIRCUIT CITY STORES, INC. AND SUBSIDIARIES
                Consolidated Statements of Operations (Unaudited)
                  (Amounts in thousands except per share data)

                                                               Three Months Ended                    Nine Months Ended
                                                                  November 30,                         November 30,
                                                            2002               2001              2002               2001
                                                        ----------          ----------       ----------          ----------
Net sales and operating revenues                        $2,421,687          $2,263,176       $6,761,134          $6,157,006
Cost of sales, buying and warehousing                    1,873,573           1,712,025        5,173,782           4,646,918
                                                        ----------          ----------       ----------          ----------
Gross profit                                               548,114             551,151        1,587,352           1,510,088

Finance income                                               8,308              17,833           54,697              72,195
Selling, general and administrative expenses               590,678             553,669        1,695,821           1,602,678
Interest expense                                               168                 410              718                 419
                                                        ----------          ----------       ----------          ----------
(Loss) earnings from continuing operations
    before income taxes                                    (34,424)             14,905          (54,490)            (20,814)
Income tax (benefit) provision                             (13,081)              5,660          (20,706)             (7,913)
                                                        ----------          ----------       ----------          ----------
Net (loss) earnings from continuing operations             (21,343)              9,245          (33,784)            (12,901)
Net earnings from discontinued operations                    3,567              18,443           64,519              72,406
                                                        ----------          ----------       ----------          ----------
Net (loss) earnings                                     $  (17,776)         $   27,688       $   30,735          $   59,505
                                                        ==========          ==========       ==========          ==========

Net (loss) earnings from:
    Continuing operations                               $  (21,343)         $    9,245       $  (33,784)         $  (12,901)
                                                        ==========          ==========       ==========          ==========
    Discontinued operations:
      CarMax earnings attributed to Circuit City
         Group common stock                             $    2,283          $   11,889       $   41,303          $   50,992
                                                        ==========          ==========       ==========          ==========
      CarMax earnings attributed to CarMax
         Group common stock                             $    1,284          $    6,554       $   23,216          $   21,414
                                                        ==========          ==========       ==========          ==========
Weighted average common shares:
    Circuit City:
      Basic                                                207,454             205,571          207,121             205,278
                                                        ==========          ==========       ==========          ==========
      Diluted                                              207,454             206,639          207,121             205,278
                                                        ==========          ==========       ==========          ==========
    CarMax Group:
      Basic                                                 37,084              36,292           37,023              30,681
                                                        ==========          ==========       ==========          ==========
      Diluted                                               38,577              38,316           38,701              32,661
                                                        ==========          ==========       ==========          ==========

Net (loss) earnings per share:
    Basic:
      Continuing operations                             $    (0.10)         $     0.04       $    (0.16)         $    (0.06)
      Discontinued operations attributed to
         Circuit City Group common stock                      0.01                0.06             0.20                0.25
                                                        ----------          ----------       ----------          ----------
                                                        $    (0.09)         $     0.10       $     0.04          $     0.19
                                                        ==========          ==========       ==========          ==========
      Discontinued operations attributed to
         CarMax Group common stock                      $     0.03          $     0.18       $     0.63          $     0.70
                                                        ==========          ==========       ==========          ==========

    Diluted:
      Continuing operations                             $    (0.10)         $     0.04            (0.16)         $    (0.06)
      Discontinued operations attributed to
         Circuit City Group common stock                      0.01                0.06             0.20                0.25
                                                        ----------          ----------       ----------          ----------
                                                        $    (0.09)         $     0.10       $     0.04          $     0.19
                                                        ==========          ==========       ==========          ==========

      Discontinued operations attributed to
         CarMax Group common stock                      $     0.03          $     0.17       $     0.60          $     0.66
                                                        ==========          ==========       ==========          ==========

Cash dividends paid per share:
    Circuit City common stock                           $   0.0175          $   0.0175       $   0.0525          $   0.0525
                                                        ==========          ==========       ==========          ==========
See accompanying notes to consolidated financial statements.

                                  Page 4 of 29




                   CIRCUIT CITY STORES, INC. AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Unaudited)
                             (Amounts in thousands)

                                                                                          Nine Months Ended
                                                                                            November 30,
                                                                                    2002                   2001
                                                                                -----------              --------
Operating Activities:
Net earnings                                                                    $    30,735               $59,505
Net earnings from discontinued operations                                           (64,519)              (72,406)
Adjustments to reconcile net earnings to net cash
    (used in) provided by operating activities of continuing operations:
    Depreciation and amortization                                                   113,396               116,169
    Amortization of restricted stock awards                                          14,354                11,269
    Loss on disposition of property and equipment                                     6,303                 7,255
    Provision for deferred income taxes                                              14,320                42,041
    Changes in operating assets and liabilities:
       Increase in accounts receivable, net                                         (72,350)              (25,540)
       Increase in retained interests in securitized receivables                   (123,736)              (55,876)
       Increase in merchandise inventory                                         (1,140,617)             (739,141)
       Increase in prepaid expenses and other current assets                       ( 30,648)               (8,703)
       Decrease (increase) in other assets                                            4,072                  (894)
       Increase in accounts payable                                                 556,243               854,745
       (Decrease) increase in accrued expenses and other current
           liabilities and accrued income taxes                                    (106,982)               15,044

       Increase in other liabilities                                                 15,488                10,066
                                                                                -----------              --------
Net cash (used in) provided by operating activities of
    continuing operations                                                          (783,941)              213,534
                                                                                -----------              --------

Investing Activities:
Purchases of property and equipment                                                (111,148)             (133,879)
Proceeds from sales of property and equipment, net                                   31,094                53,720
Special dividend received from CarMax                                                28,400                     -
                                                                                -----------              --------
Net cash used in investing activities of continuing operations                      (51,654)              (80,159)
                                                                                -----------              --------

Financing Activities:
Issuances of short-term debt, net                                                    57,603                 1,295
Issuances of long-term debt                                                               -                16,500
Payments on long-term debt                                                          (24,543)                    -
Issuances of Circuit City common stock, net                                           9,715                 9,461
Issuances of CarMax Group common stock, net                                             298                   975
Proceeds from CarMax Group stock offering, net                                            -               139,633
Dividends paid on Circuit City common stock                                         (11,003)              (10,904)
                                                                                -----------              --------
Net cash provided by financing activities of continuing operations                   32,070               156,960
                                                                                -----------              --------

Cash used in discontinued operations - Divx                                               -               (23,674)
Cash used in discontinued operations - CarMax                                        (7,182)               (4,090)
                                                                                -----------              --------
(Decrease) increase in cash and cash equivalents                                   (810,707)              262,571
Cash and cash equivalents at beginning of year                                    1,248,246               437,329
                                                                                -----------              --------
Cash and cash equivalents at end of period                                      $   437,539              $699,900
                                                                                ===========              ========

See accompanying notes to consolidated financial statements.


                                  Page 5 of 29


                   CIRCUIT CITY STORES, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (Unaudited)


1.   Basis of Presentation

     Before  October 1, 2002,  the common  stock of Circuit  City  Stores,  Inc.
     consisted  of two common  stock  series  that were  intended to reflect the
     performance of the Company's two businesses.  The Circuit City Group Common
     Stock was intended to reflect the  performance of the Circuit City consumer
     electronics  stores and related  operations  and the shares of CarMax Group
     Common Stock reserved for the Circuit City Group or for issuance to holders
     of Circuit  City Group  Common  Stock.  The CarMax  Group  Common Stock was
     intended to reflect the  performance  of the CarMax  auto  superstores  and
     related operations.

     Effective  October  1,  2002,  the  CarMax  auto  superstore  business  was
     separated  from the Circuit City consumer  electronics  business  through a
     tax-free  transaction  in which  CarMax,  Inc.,  formerly  a  wholly  owned
     subsidiary of Circuit City Stores, Inc., became an independent,  separately
     traded public company. In the separation,  each outstanding share of CarMax
     Group Common  Stock was redeemed in exchange for one share of CarMax,  Inc.
     common stock.  In addition,  each holder of Circuit City Group Common Stock
     received as a tax-free  distribution  0.313879  of a share of CarMax,  Inc.
     common  stock for each share of Circuit  City Group  Common  Stock.  In the
     separation,  the Company  distributed  to the holders of Circuit City Group
     Common Stock and CarMax Group Common Stock the Company's entire interest in
     CarMax.  Following the separation,  the Circuit City Group Common Stock was
     renamed Circuit City common stock. Results attributed to CarMax for periods
     prior to the  separation  date are  presented as results from  discontinued
     operations. See Note 8 for an additional discussion of the separation.

     As of November  30,  2001,  65,923,200  shares of CarMax Group Common Stock
     were  reserved  for the  Circuit  City Group or for  issuance to holders of
     Circuit  City Group  Common  Stock.  Excluding  shares  reserved for CarMax
     employee  stock   incentive   plans,   the  reserved  CarMax  Group  shares
     represented  64.1 percent of the total  outstanding  and reserved shares of
     CarMax  Group  Common  Stock at  February  28,  2002,  and 64.4  percent at
     November 30, 2001.

     The Company's  consolidated  financial statements included herein should be
     read in  conjunction  with the notes to the  audited  financial  statements
     included in the Company's Annual Report on Form 10-K/A.

2.   Accounting Policies

     The consolidated  financial statements of the Company conform to accounting
     principles  generally accepted in the United States of America. The interim
     period  financial  statements  are  unaudited;  however,  in the opinion of
     management,  all  adjustments,  which  consist  only of  normal,  recurring
     adjustments,  necessary for a fair presentation of the interim consolidated
     financial  statements  have been included.  The February 28, 2002,  balance
     sheet data was derived from the audited  financial  statements  included in
     the Company's fiscal 2002 Annual Report on Form 10-K/A.

3.   Net (Loss) Earnings per Share

     Reconciliations  of the numerator and  denominator of the basic and diluted
     net (loss) earnings per share calculations are presented below.

                                  Page 6 of 29






                                                                         Three Months Ended                 Nine Months Ended
     (Amounts in thousands                                                  November 30,                      November 30,
     except per share data)                                            2002            2001              2002            2001
     --------------------------------------------------------------------------------------------------------------------------
     Circuit City:
     Weighted average common shares.............................     207,454         205,571            207,121         205,278
     Dilutive potential common shares:
        Options.................................................           -             259                  -               -
        Restricted stock........................................           -             809                  -               -
                                                                    -----------------------------------------------------------
     Weighted average common shares and
        dilutive potential common shares........................     207,454         206,639            207,121         205,278
                                                                    ===========================================================

     Net (loss) earnings available to common shareholders from:
        Continuing operations...................................    $(21,343)       $  9,245           $(33,784)       $(12,901)
        Discontinued operations ................................    $  2,283        $ 11,889           $ 41,303        $ 50,992

     Basic net (loss) earnings per share from:
        Continuing operations...................................    $  (0.10)       $   0.04           $  (0.16)       $  (0.06)
        Discontinued operations ................................        0.01            0.06               0.20            0.25
                                                                    -----------------------------------------------------------

                                                                    $  (0.09)       $   0.10           $   0.04        $   0.19
                                                                    ===========================================================


     Diluted net (loss) earnings per share from:
        Continuing operations...................................    $  (0.10)       $   0.04           $  (0.16)       $  (0.06)
        Discontinued operations ................................        0.01            0.06               0.20            0.25
                                                                    -----------------------------------------------------------
                                                                    $  (0.09)       $   0.10           $   0.04        $   0.19
                                                                    ===========================================================

     CarMax Group:
     Weighted average common shares.............................      37,084          36,292             37,023          30,681
     Dilutive potential common shares:
        Options.................................................       1,492           1,997              1,668           1,944
        Restricted stock........................................           1              27                 10              36
                                                                    -----------------------------------------------------------
     Weighted average common shares and
        dilutive potential common shares........................      38,577          38,316             38,701          32,661
                                                                    ===========================================================

     Net earnings available to common shareholders..............    $  1,284        $  6,554           $ 23,216        $ 21,414
     Basic net earnings per share...............................    $   0.03        $   0.18           $   0.63        $   0.70
     Diluted net earnings per share.............................    $   0.03        $   0.17           $   0.60        $   0.66


     For the three  months and the nine months  ended  November  30,  2002,  the
     shares of CarMax  stock have been  weighted  over the months  during  which
     CarMax was a wholly owned  subsidiary of Circuit City Stores,  Inc.  CarMax
     became an independent, separately traded public company on October 1, 2002.

     In the separation,  each unexercised  option to purchase Circuit City Group
     Common  Stock,  other than those  options  held by CarMax  associates,  was
     converted  into an option to  purchase  the  Company's  common  stock.  The
     exercise price and the number of shares covered by the option were adjusted
     to reflect the  distribution of the Company's  interest in the CarMax Group
     as a dividend to holders of Circuit City Group Common Stock and to maintain
     both the intrinsic  value of the option and the ratio of exercise  price to
     market value per share. As a result of the separation, the number of shares
     covered by options to purchase  the  Company's  common  stock  increased by
     5,954,558 shares.

                                  Page 7 of 29



     Also in the separation,  each  unexercised  option to purchase Circuit City
     Group Common Stock that was held by a CarMax  associate was converted  into
     an option to purchase  CarMax,  Inc.  common stock.  The exercise price and
     number of shares  covered by the option were  adjusted to maintain both the
     intrinsic  value of the  option and the ratio of  exercise  price to market
     value per share. As a result of the separation,  options to purchase 32,669
     shares of Company stock were cancelled.

     Because  the Company  reported a loss from  continuing  operations  for the
     three  months  ended  November  30,  2002,  and for the nine  months  ended
     November  30, 2002 and 2001,  the diluted net (loss)  earnings per share is
     the same as the  basic net  (loss)  earnings  per share for those  periods,
     since including any potentially  dilutive  securities would be antidilutive
     to the net loss per share from  continuing  operations.  As a result and in
     accordance  with  the  provisions  of  Statement  of  Financial  Accounting
     Standards No. 128, "Earnings per Share," the diluted net earnings per share
     for the nine months ended November 30, 2001,  have been revised to 19 cents
     per  share,  compared  with  18  cents  per  share  reported  prior  to the
     presentation of the CarMax Group as a discontinued operation.

     For  the  three-month  period  ended  November  30,  2002,  no  options  or
     restricted  stock were included in the diluted net earnings per share since
     the Company reported a loss from continuing operations. Options to purchase
     17,815,321 shares of Circuit City common stock at prices ranging from $6.63
     to $27.21 and 3,047,208  shares of  restricted  stock were  outstanding  at
     November  30, 2002.  For the  three-month  period ended  November 30, 2001,
     certain  options and restricted  stock were not included in the computation
     of diluted net  earnings  per share  because  their effect was not dilutive
     under the provisions of SFAS No. 128. Options to purchase  8,385,622 shares
     of Circuit  City common  stock at prices  ranging from $13.86 to $43.03 per
     share and  117,650  shares of  restricted  stock were not  included  in the
     calculation.

     For the  one-month  period ended  September  30, 2002,  options to purchase
     1,028,572 shares of CarMax Group Common Stock at prices ranging from $20.00
     to $26.83 per share were not  included  in the  calculation  of diluted net
     earnings per share from discontinued operations. For the three-month period
     ended  November 30, 2001,  options to purchase 8,406 shares of CarMax Group
     Common  Stock at prices  ranging  from  $16.31 to $16.36 per share were not
     included  in the  calculation  of  diluted  net  earnings  per  share  from
     discontinued operations.

     In a public  offering  completed  during the second quarter of fiscal 2002,
     Circuit  City  Stores,   Inc.  sold  9,516,800  CarMax  Group  shares  that
     previously  had been reserved for the Circuit City Group.  Because both the
     earnings  allocation  and the  outstanding  CarMax  shares were adjusted to
     reflect the impact of the sale,  net  earnings  per CarMax Group share were
     not diluted by the sale.  With the impact of the offering,  64.0 percent of
     the  CarMax  Group's  fiscal  2003  third  quarter  earnings  prior  to the
     separation date and 64.0 percent of the CarMax Group's nine-month  earnings
     prior to the separation date were allocated to the Circuit City Group. Last
     fiscal year, 64.5 percent of the CarMax Group's third quarter  earnings and
     70.4 percent of the CarMax  Group's  nine-month  earnings were allocated to
     the Circuit City Group.  Results  attributed to CarMax for periods prior to
     the separation date are presented as results from discontinued operations.


4.   Supplemental Financial Statement Information

     For the three- and  nine-month  periods  ended  November 30, 2002 and 2001,
     pretax finance income was as follows:



                                                                 Three Months Ended               Nine Months Ended
                                                                    November 30,                    November 30,
     (Amounts in millions)                                      2002            2001             2002          2001
     --------------------------------------------------------------------------------------------------------------
     Securitization income................................    $ 39.4           $47.7           $145.5        $163.0
     Payroll and fringe benefit expenses..................      10.7            10.4             32.1          30.9
     Other direct expenses................................      20.4            19.5             58.7          59.9
                                                              ------------------------------------------------------
     Finance income......................................     $  8.3           $17.8           $ 54.7        $ 72.2
                                                              =====================================================


                                  Page 8 of 29


     Securitization  income  is  primarily  comprised  of the  gain  on  sale of
     receivables generated by the Company's finance operation and income related
     to  servicing  the  receivables,  as well as the  impact  of  increases  or
     decreases in the fair value of the retained interests.  Finance income does
     not  include  any  allocation  of  indirect  costs or income.  The  Company
     presents  information  on the  performance  of its finance  operation  on a
     direct basis to avoid making  arbitrary  decisions  regarding  the periodic
     indirect  benefits  or costs that could be  attributed  to this  operation.
     Examples of indirect  costs not included  are  corporate  expenses  such as
     human resources,  administrative services, marketing,  information systems,
     accounting,  legal, treasury and executive payroll, as well as retail store
     expenses.


5.   Securitizations

     The Company enters into  securitization  transactions  to finance  consumer
     revolving credit card receivables originated by its finance operation.  The
     Company  has created  special  purpose  subsidiaries  to  facilitate  these
     securitization  transactions in accordance with the isolation provisions of
     SFAS No. 140,  "Accounting for Transfers and Servicing of Financial  Assets
     and  Extinguishments  of Liabilities."  Credit card receivables are sold to
     the  special  purpose   subsidiaries,   which,  in  turn,   transfer  these
     receivables to securitization master trusts. At the time of these transfers
     of  receivables  that  qualify as sales,  the Company  recognizes  gains or
     losses  as  a  component  of  finance   operation   income.   See  Note  4.
     Private-label  and co-branded Visa credit card  receivables are securitized
     through one master trust, and MasterCard and Visa credit card,  referred to
     as bankcard,  receivables  are  securitized  through a second master trust.
     Each master trust periodically  issues securities backed by the receivables
     in that master trust.  Each master trust has issued multiple series of term
     asset-backed   securities  having  fixed  initial  principal  amounts.   In
     addition,  each  master  trust has  issued one or more  series of  variable
     funding  asset-backed   securities  having  a  variable  principal  amount.
     Investors in the variable  funding  asset-backed  securities  are generally
     entitled to receive monthly interest payments and have committed to acquire
     additional variable funding securities up to a stated amount until a stated
     commitment termination date. The finance operation continues to service the
     securitized  receivables  for a fee, and the special  purpose  subsidiaries
     retain  an  undivided  interest  in the  securitized  receivables  and hold
     various   subordinated   asset-backed   securities  that  serve  as  credit
     enhancements for the asset-backed securities held by third-party investors.
     Neither  master  trust  agreement  provides for recourse to the Company for
     credit losses on the securitized receivables. The securitization agreements
     require that the aggregate outstanding principal balance of the securitized
     receivables exceed a specified amount and that the yield on the securitized
     receivables  exceed  specified  rates.  In addition,  the variable  funding
     securitization  agreements  require that the Company meet specified debt to
     net worth,  current  assets to current  liabilities  and tangible net worth
     tests  and that the  securitized  receivables  meet  specified  performance
     levels relating to default rates,  delinquency  rates and principal payment
     rates. If these  financial  tests or performance  levels are not met, or if
     certain other events occur and are continuing, the Company may be unable to
     continue financing  receivables  through the securitization  programs.  The
     Company  and the  securitized  receivables  were in  compliance  with these
     financial tests and  performance  levels at November 30, 2002, and February
     28, 2002.

     The total  principal  amount of credit card  receivables  managed was $2.93
     billion at November 30, 2002,  and $2.85  billion at February 28, 2002.  Of
     the total principal  amounts  managed,  the principal amount of receivables
     securitized  was $2.82  billion at November 30, 2002,  and $2.80 billion at
     February 28, 2002, and the principal  amount of  receivables  held for sale
     was $109.9  million at November 30, 2002, and $49.2 million at February 28,
     2002. During the third quarter of fiscal 2003, the Company completed no new
     public  securitization  transactions.  The Company completed a $470 million
     bankcard   receivable   securitization   transaction  and  a  $300  million
     private-label  and co-branded  Visa credit card  receivable  securitization
     transaction  during  the first  nine  months of fiscal  2003.  The  Company
     completed no new public  securitization  transactions during the first nine
     months of fiscal 2002.  At November 30,  2002,  the unused  capacity of the
     private-label  variable  funding  program was $352.4 million and the unused
     capacity of the bankcard  variable  funding program was $272.7 million.  At
     February  28,  2002,  the unused  capacity  of the  private-label  variable
     funding  program was $22.9 million and the unused  capacity of the bankcard
     variable funding program was $496.5 million.

                                  Page 9 of 29


     The aggregate  amount of receivables  that were 31 days or more  delinquent
     was $194.5 million at November 30, 2002, and $198.4 million at February 28,
     2002.  The  principal  amount of defaults net of  recoveries  totaled $67.8
     million for the quarter ended  November 30, 2002, and $65.6 million for the
     quarter ended  November 30, 2001.  The principal  amount of defaults net of
     recoveries  totaled  $201.6  million for the nine months ended November 30,
     2002, and $197.5 million for the nine months ended November 30, 2001.

     The Company receives annual  servicing fees  approximating 2 percent of the
     outstanding  principal  balance of the securitized  receivables and retains
     the  rights to future  cash  flows  available  after the  investors  in the
     asset-backed securities have received the return for which they contracted.
     The servicing fees specified in the  securitization  agreements  adequately
     compensate the finance operation for servicing the securitized receivables.
     Accordingly, no servicing asset or liability has been recorded.

     The table below summarizes certain cash flows received from and paid to the
     securitization trusts.



                                                                     Three Months Ended              Nine Months Ended
                                                                        November 30,                   November 30,
     (Amounts in millions)                                           2002           2001           2002            2001
     ----------------------------------------------------------------------------------------------------------------------
     Proceeds from new securitizations..........................    $381.7        $291.8        $1,165.3         $  670.0
     Proceeds from collections reinvested
       in previous credit card securitizations..................    $414.6        $417.8        $1,022.1         $1,234.8
     Servicing fees received....................................    $ 13.9        $ 12.6        $   39.3         $   38.5
     Other cash flows received on retained interests*...........    $ 33.3        $ 48.9        $  127.5         $  142.9


     *This amount  represents cash flows received from retained  interests other
     than servicing  fees,  including cash flows from  interest-only  strips and
     cash above the minimum required level in cash collateral accounts.

     When  determining  the  fair  value  of  retained  interests,  the  Company
     estimates future cash flows using management's  projections of key factors,
     such as finance  charge  income,  default  rates,  payment  rates,  forward
     interest rate curves and discount rates  appropriate  for the type of asset
     and risk.

     The amount by which the estimated  future finance  income from  securitized
     receivables exceeds the sum of the contractually specified investor returns
     and servicing fees is referred to as interest-only strips and is carried at
     fair value. The fair value amounted to $125.3 million at November 30, 2002,
     and $131.9  million at February  28,  2002.  These  amounts are included in
     retained interests in securitized  receivables on the consolidated  balance
     sheets. The value of the interest-only strips decreased $1.6 million in the
     three months ended  November 30, 2002,  and  decreased  $6.6 million in the
     three months ended November 30, 2001. The value of the interest-only strips
     decreased  $6.6  million in the nine months ended  November  30, 2002,  and
     decreased $5.2 million in the nine months ended November 30, 2001.

     At  November  30,  2002,  the  fair  value  of the  retained  interests  in
     securitized  receivables was $518.2 million,  with a weighted-average  life
     ranging from 0.3 years to 4.8 years.  At February 28, 2002,  the fair value
     of the retained  interests in securitized  receivables  was $394.5 million,
     with a  weighted-average  life  ranging  from 0.2 years to 1.8  years.  The
     following table presents the key economic assumptions used in measuring the
     fair value of retained  interests at November 30, 2002,  and a  sensitivity
     analysis  showing  the  hypothetical  effect  on the  fair  value  of those
     interests when there are unfavorable  variations from the assumptions used.
     Key  economic  assumptions  at November  30,  2002,  are based on portfolio
     performance and market conditions. These sensitivities are hypothetical and
     should be used with caution.  In this table, the effect of a variation in a
     particular  assumption  on the  fair  value  of the  retained  interest  is
     calculated without changing any other assumption;  in actual circumstances,
     changes in one factor may result in changes in another, which might magnify
     or counteract the sensitivities.

                                 Page 10 of 29





                                                           Impact on Fair         Impact on Fair
                                         Assumptions        Value of 10%           Value of 20%
     (Dollar amounts in millions)           Used           Adverse Change         Adverse Change
     -------------------------------------------------------------------------------------------
     Monthly payment rate...............  6.5%-10.5%           $ 9.5                  $17.2
     Annual default rate................  7.3%-18.8%           $24.3                  $48.4
     Annual discount rate...............  8.4%-15.0%           $ 4.3                  $ 8.5


6.   Financial Derivatives

     The  Company   enters  into  interest  rate  cap  agreements  to  meet  the
     requirements  of the  receivable  securitization  transactions.  During the
     first  quarter of fiscal  2003 and in  conjunction  with the  private-label
     public  securitization,  the Company  purchased  and sold three  offsetting
     interest  rate caps with an  aggregate  initial  notional  amount of $280.5
     million.  The total notional  amount of interest rate caps  outstanding was
     $935.4  million at November  30, 2002,  and $654.9  million at February 28,
     2002. Purchased interest rate caps were included in net accounts receivable
     and had a fair value of $5.7 million at November 30, 2002, and $2.4 million
     at February 28, 2002.  Written interest rate caps were included in accounts
     payable and had a fair value of $5.7 million at November 30, 2002, and $2.4
     million at February 28, 2002.

     The market and credit risks  associated with interest rate caps are similar
     to those relating to other types of financial  instruments.  Market risk is
     the exposure  created by potential  fluctuations  in interest  rates and is
     directly  related to the  product  type,  agreement  terms and  transaction
     volume. The Company has entered into offsetting interest rate cap positions
     and,  therefore,  does not anticipate  significant market risk arising from
     interest  rate caps.  Credit  risk is the  exposure  to  nonperformance  of
     another party to an agreement. The Company mitigates credit risk by dealing
     with highly rated bank counterparties.

7.   Appliance Exit Costs

     In the second  quarter of fiscal 2001,  the Company began to exit the major
     appliance category and expand its selection of key consumer electronics and
     home office  products in all Circuit  City  Superstores.  This  process was
     completed in November  2000.  To exit the appliance  business,  the Company
     closed eight  distribution  centers and eight service centers.  The Company
     leases the  majority  of these  closed  properties.  While the  Company has
     entered into contracts to sublease some of these  properties,  it continues
     the process of marketing the remaining properties to be subleased.


     In fiscal 2001, the Company recorded appliance exit costs of $30.0 million.
     In the fourth quarter of fiscal 2002, the Company recorded additional lease
     termination  costs of $10.0  million to reflect the rental market for these
     leased properties. The appliance exit cost liability is included in accrued
     expenses and other current liabilities on the consolidated balance sheets.

     The appliance  exit cost accrual  activity and the  remaining  liability at
     November 30, 2002, are presented in the following table.



                                                                                               Fiscal 2003
                                                           Total          Liability at          Payments           Liability at
                                                         Exit Cost        February 28,             or              November 30,
     (Amounts in millions)                                Accrual             2002             Write-Downs            2002
     --------------------------------------------------------------------------------------------------------------------------
     Lease termination costs......................         $27.8              $19.7                 $4.8              $14.9
     Fixed asset write-downs, net.................           5.0                  -                    -                  -
     Employee termination benefits................           4.4                  -                    -                  -
     Other........................................           2.8                  -                    -                  -
                                                      -------------------------------------------------------------------------
     Appliance exit costs.........................         $40.0              $19.7                 $4.8              $14.9
                                                      =========================================================================


                                 Page 11 of 29

8.   Discontinued Operations

     (A)CarMax:

     On September 10, 2002, the Company's  shareholders  approved the separation
     of the CarMax Group from Circuit City Stores,  Inc. and the Company's board
     of directors authorized the redemption of the Company's CarMax Group Common
     Stock and the  distribution  of  CarMax,  Inc.  common  stock to effect the
     separation.  The  separation  was effective  October 1, 2002, on which date
     CarMax, Inc. became an independent,  separately traded public company. Each
     outstanding share of CarMax Group Common Stock was redeemed in exchange for
     one share of new CarMax,  Inc.  common stock.  In addition,  each holder of
     Circuit  City  Group  Common  Stock  received  as a  tax-free  distribution
     0.313879 of a share of CarMax,  Inc. common stock for each share of Circuit
     City Group Common Stock owned as of September 16, 2002, the record date for
     the distribution.  Following the separation,  the Circuit City Group Common
     Stock was renamed Circuit City common stock.  Results  attributed to CarMax
     for periods  prior to the  separation  date are  presented  as results from
     discontinued  operations.  The Company recorded no gain or loss as a result
     of the separation.

     With the  separation,  CarMax paid a special  dividend of $28.4  million to
     Circuit  City  Stores,  Inc. in  recognition  of the  Company's  continuing
     contingent liability on leases related to 23 CarMax locations.  At November
     30, 2002,  the future  minimum fixed lease  obligations  on these 23 leases
     totaled approximately $490 million.

     The  current  relationship  between the Company and CarMax is governed by a
     transition  services  agreement,  under which the Company  provides  CarMax
     services including human resources,  payroll, benefits administration,  tax
     services,  television  advertising  buying,  computer  center  support  and
     telecommunication  services,  with terms  ranging from six to 24 months and
     varying renewal options.  Under the agreement,  CarMax pays the Company the
     allocable  portion of all  direct and  indirect  costs of  providing  these
     services  plus 10 percent.  A tax  allocation  agreement,  which  generally
     provides that  pre-separation  taxes  attributable  to the business of each
     party  will be borne  solely  by that  party,  also was  executed  upon the
     separation.

     Third quarter net earnings from  discontinued  operations were $3.6 million
     this  year,  representing  CarMax  results  for the one month  prior to the
     separation  date.  Net earnings  from  discontinued  operations  were $18.4
     million in last year's third  quarter.  For the nine months ended  November
     30, 2002,  net earnings  from  discontinued  operations  were $64.5 million
     compared with $72.4 million for the first nine months of fiscal 2002. Prior
     to the  separation  date,  CarMax  earnings were allocated to the Company's
     Circuit  City Group and CarMax  Group  common  stocks.  Circuit  City Group
     earnings included  earnings  attributed to the CarMax Group shares reserved
     for  the  Circuit  City  Group  or  for  issuance  to  Circuit  City  Group
     shareholders.  The CarMax Group  earnings  reflected  the  remainder of the
     earnings of the CarMax business.

     The assets and liabilities of the discontinued CarMax operations  reflected
     on the  consolidated  balance sheet at February 28, 2002, were comprised of
     the following:


     (Amounts in millions)                                           February 28
     ---------------------------------------------------------------------------
     Inventory...................................................          $399
     Retained interests in securitized receivables...............           121
     Other current assets........................................            58
                                                                        -------
     Total current assets........................................           578
     Property and equipment, net.................................           121
     Other assets................................................            22
                                                                        -------
     Total assets of discontinued CarMax operations..............          $721
                                                                        =======

     Accounts payable............................................         $  87
     Current installments of allocated long-term debt............            79
     Other current liabilities...................................            57
                                                                        -------
     Total current liabilities...................................           223
     Other liabilities...........................................            11
                                                                        -------
     Total liabilities of discontinued CarMax operations.........          $234
                                                                        =======

                             Page 12 of 29

     (B)Divx:

     On June 16,  1999,  Digital  Video  Express  announced  that it would cease
     marketing the Divx home video system and discontinue  operations.  Payments
     of $10.5  million  were made during the first nine  months of fiscal  2003,
     reducing current  liabilities related to the former Divx operations to $8.0
     million on the consolidated balance sheet at November 30, 2002. At February
     28, 2002,  current  liabilities of $18.5 million related to the former Divx
     operations were reflected on the consolidated balance sheet. For the three-
     and nine-month  periods ended November 30, 2002 and 2001, the  discontinued
     Divx  operations  had no impact on the  Company's  results  of  operations.
     Discontinued operations have been segregated on the consolidated statements
     of cash flows.

9.   Recent Accounting Pronouncements

     In August 2001, the Financial  Accounting  Standards  Board issued SFAS No.
     143,   "Accounting  for  Asset  Retirement   Obligations."  This  statement
     addresses  financial  accounting and reporting for  obligations  associated
     with the retirement of tangible  long-lived assets and the associated asset
     retirement  costs.  It applies  to legal  obligations  associated  with the
     retirement  of  long-lived   assets  that  result  from  the   acquisition,
     construction,  development  and/or the  normal  operation  of a  long-lived
     asset,  except for certain  obligations of lessees.  This standard requires
     entities  to record the fair value of a liability  for an asset  retirement
     obligation in the period  incurred.  The provisions of SFAS No. 143 will be
     effective  for the  Company's  fiscal  year  beginning  March 1, 2003.  The
     Company  has not yet  determined  the  impact,  if any,  of  adopting  this
     standard.

     Effective in the third quarter of fiscal 2003, the Company adopted SFAS No.
     146,  "Accounting for Costs  Associated with Exit or Disposal  Activities,"
     which  requires  that a  liability  for a cost  associated  with an exit or
     disposal  activity be recognized and measured  initially at fair value when
     the liability is incurred, rather than at the date of commitment to an exit
     or  disposal  plan.  The  adoption  of SFAS No. 146 did not have a material
     impact on the Company's financial  position,  results of operations or cash
     flows.

     In November  2002,  the FASB issued  Emerging  Issues Task Force No. 00-21,
     "Accounting  for Revenue  Arrangements  with Multiple  Deliverables."  This
     issue addresses when and how an arrangement involving multiple deliverables
     should be divided into  separate  units of  accounting,  as well as how the
     arrangement  consideration should be measured and allocated to the separate
     units of accounting in the  arrangement.  The  provisions of EITF No. 00-21
     will be effective  for the  Company's  third  quarter of fiscal  2004.  The
     Company  has not yet  determined  the  impact,  if any,  of  adopting  this
     standard.

     In November 2002, the FASB issued EITF No. 02-16, "Accounting by a Reseller
     for Cash  Consideration  Received from a Vendor." This issue  addresses how
     cash  consideration  received  from  a  vendor  by  a  reseller  should  be
     classified in the reseller's income statement. EITF No. 02-16 provides that
     cash  consideration  received  by  a  reseller  from  a  vendor  should  be
     characterized as a reduction of cost of sales unless the cash consideration
     represents  a payment for assets or services  delivered  to the vendor,  in
     which case, the  consideration  should be characterized as revenue or other
     income.  However,  if the cash consideration  represents a reimbursement of
     incremental  direct  costs  incurred by the  reseller to sell the  vendor's
     products, the consideration should be characterized as a reduction of those
     direct costs.  These provisions of EITF No. 02-16 will be effective for the
     Company's fiscal year beginning March 1, 2003. The issue also addresses how
     a reseller  should  recognize a rebate or refund of a  specified  amount of
     cash  consideration  that is  payable  only  if the  reseller  completes  a
     specified  cumulative  level of  purchases  or  remains  a  reseller  for a
     specified time period. EITF No. 02-16 provides that such a rebate or refund
     should be recognized as a reduction of cost of sales based on an allocation
     of the cash  consideration  offered to each of the underlying  transactions
     that  results in  progress  by the  reseller  toward  earning the rebate or
     refund.  This  provision  of  EITF  No.  02-16  was  effective  for all new
     arrangements  initiated by the Company  after  November 21, 2002.  EITF No.
     02-16 did not have any impact on the quarter ended  November 30, 2002.  The
     Company has not yet determined the future impact,  if any, of adopting this
     standard.

                                 Page 13 of 29

10.  Reclassifications

     Certain prior year amounts have been reclassified to conform to the current
     presentation.  Effective in the first  quarter of fiscal 2003,  the Company
     adopted EITF No. 00-14,  "Accounting for Certain Sales  Incentives,"  which
     provides  that  sales  incentives,  such as  mail-in  rebates,  offered  to
     customers should be classified as a reduction of revenue.  Previously,  the
     Company  recorded these rebates in cost of sales,  buying and  warehousing.
     The  reclassification of rebates from cost of sales, buying and warehousing
     to sales decreased sales and cost of sales, buying and warehousing by $16.7
     million for the quarter ended  November 30, 2001, and $41.1 million for the
     nine months ended November 30, 2001. This reclassification had no impact on
     the Company's results of operations.

     Effective in the third quarter of fiscal 2003,  pretax profits from Circuit
     City's finance  operation,  previously  recorded as a reduction to selling,
     general  and  administrative  expenses,  are  presented  separately  on the
     consolidated statements of operations. The expense ratios for prior periods
     have been revised for this change in presentation.

11.  Subsequent Event

     On January 7,  2003,  the  Company  announced  that its board of  directors
     authorized  the  repurchase of up to $200 million of the  Company's  common
     stock.  These repurchases may be made from time to time in the open market.
     The price to be paid and the timing of purchases  will be at the discretion
     of management. Based on the current market value of the common stock at the
     announcement date, the authorization  would allow the Company to repurchase
     up  to   approximately   13  percent  of  the  210.5  million  shares  then
     outstanding.
                                 Page 14 of 29




                                     ITEM 2.

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In this discussion, "we," "our" and "Circuit City" refer to Circuit City Stores,
Inc. and our wholly owned  subsidiaries,  unless the context requires otherwise.
All  references to "quarter" and "year" refer to our fiscal year periods  rather
than calendar year periods unless stated otherwise.

Before October 1, 2002, the common stock of Circuit City Stores,  Inc. consisted
of two common stock series that were intended to reflect the  performance of the
Company's  two  businesses.  The Circuit City Group Common Stock was intended to
reflect the  performance  of the Circuit City  consumer  electronics  stores and
related  operations and the shares of CarMax Group Common Stock reserved for the
Circuit  City Group or for  issuance  to holders  of Circuit  City Group  Common
Stock.  The CarMax Group Common Stock was intended to reflect the performance of
the CarMax auto superstores and related operations.

Effective  October 1, 2002,  the CarMax auto  superstore  business was separated
from  the  Circuit  City  consumer   electronics  business  through  a  tax-free
transaction in which CarMax, Inc., formerly a wholly owned subsidiary of Circuit
City Stores,  Inc., became an independent,  separately traded public company. In
the separation, each outstanding share of CarMax Group Common Stock was redeemed
in exchange for one share of CarMax, Inc. common stock. In addition, each holder
of Circuit City Group Common Stock received as a tax-free  distribution 0.313879
of a share of CarMax,  Inc.  common  stock for each share of Circuit  City Group
Common  Stock.  In the  separation,  the Company  distributed  to the holders of
Circuit City Group  Common  Stock and CarMax  Group  Common Stock the  Company's
entire  interest in CarMax.  Following  the  separation,  the Circuit City Group
Common Stock was renamed Circuit City common stock. Results attributed to CarMax
for  periods  prior  to the  separation  date  are  presented  as  results  from
discontinued operations.

CRITICAL ACCOUNTING POLICIES

See the discussion of critical  accounting policies included in the Circuit City
Stores,  Inc. 2002 Annual Report on Form 10-K/A.  These  policies  relate to the
calculation of the value of retained  interests in  securitization  transactions
and the calculation of the liability for lease termination costs.

RESULTS OF OPERATIONS

Effective  in the first  quarter of fiscal 2003,  Circuit City adopted  Emerging
Issues Task Force No. 00-14,  "Accounting for Certain Sales  Incentives,"  which
provides that sales  incentives,  such as mail-in rebates,  offered to customers
should be classified as a reduction of revenue. Previously, the Company recorded
these rebates in cost of sales, buying and warehousing.  The reclassification of
rebates from cost of sales,  buying and warehousing to sales decreased sales and
cost of sales,  buying and  warehousing  by $16.7  million for the quarter ended
November 30,  2001,  and $41.1  million for the nine months  ended  November 30,
2001.  This   reclassification  had  no  impact  on  the  Company's  results  of
operations.

Effective  in the third  quarter of fiscal  2003,  pretax  profits  from Circuit
City's finance operation, previously recorded as a reduction to selling, general
and  administrative  expenses,  are  presented  separately  on the  consolidated
statements of operations. The expense ratios for prior periods have been revised
for this change in presentation.

Our  operations,  in common  with other  retailers  in  general,  are subject to
seasonal  influences.  Historically,  Circuit City has realized  more of its net
sales and net earnings in the fourth quarter, which includes the majority of the
holiday  selling season,  than in any other fiscal quarter.  The net earnings of
any quarter are seasonally  disproportionate  to net sales since  administrative
and certain  operating  expenses  remain  relatively  constant  during the year.
Therefore, quarterly results should not be relied upon as necessarily indicative
of results for the entire fiscal year.

                                Page 15 of 29

Continuing Operations

Net Sales and Operating Revenues

Total sales for the third  quarter of fiscal  2003  increased 7 percent to $2.42
billion from $2.26 billion in last year's third quarter.  Comparable store sales
increased 6 percent for the third  quarter of fiscal  2003.  For the nine months
ended November 30, 2002,  total sales increased 10 percent to $6.76 billion from
$6.16 billion in the corresponding period of last fiscal year.  Comparable store
sales  increased 9 percent for the first nine months of fiscal  2003.  A Circuit
City store is included in  comparable  store sales after the store has been open
for a full year. Relocated stores are included in the comparable store base.

Third  quarter  sales  reflected  our  progress  towards  improving  the overall
shopping experience in our stores. We believe our customer service  initiatives,
including better training  programs,  improved  merchandise  availability and an
improved visual  presentation,  as well as continuing  improvements in marketing
were largely  responsible for our improved comparable store sales performance in
the third quarter.  Although  comparable store sales growth was the strongest in
September  and  October,  we also  generated  comparable  store  sales  gains in
November despite a more challenging comparison against prior year results.

Throughout  the quarter,  we continued to experience  solid growth in big-screen
television sales,  particularly digital televisions.  Entertainment software and
competitively  priced  entry-level  products continued to drive traffic into the
stores.  Digital  imaging and mobile  audio  products  also posted  strong third
quarter sales growth.  We  experienced  solid personal  computer  hardware sales
growth in the third quarter,  despite a moderation of the category's  comparable
store sales performance in November.  We experienced  weaker sales in two higher
margin categories,  wireless  communications  and digital satellite systems,  as
industry-wide slowdowns in new customer acquisitions for these categories led to
increased price competition.

The percent of  merchandise  sales  represented  by each major product  category
during the third  quarter and for the first nine months of fiscal years 2003 and
2002 was as follows:



                                            Three Months Ended           Nine Months Ended
                                               November 30,                November 30,
                                          2002            2001         2002           2001
------------------------------------------------------------------------------------------
Video................................      40%             41%         39%             39%
Audio................................      15              14          15              16
Information Technology...............      33              33          34              35
Entertainment........................      12              12          12              10
                                         -------------------------------------------------
Total................................     100%            100%        100%            100%
                                         =================================================

Circuit  City sells  extended  warranty  programs on behalf of  unrelated  third
parties  that  are  the  primary  obligors.  Under  these  third-party  warranty
programs, we have no contractual  liability to the customer.  The total extended
warranty  revenue  that is  reported in total  sales was $90.0  million,  or 3.7
percent of sales,  in the third  quarter  of fiscal  2003,  compared  with $88.4
million,  or 3.9  percent of sales,  in last  year's  third  quarter.  The total
extended warranty revenue that is reported in total sales was $261.9 million, or
3.9 percent of sales,  in the first nine months of fiscal  2003,  compared  with
$255.2 million, or 4.1 percent of sales, in last year's corresponding period.

The following table provides details on the Circuit City retail units:

                                                                                 Estimate
                    Store Mix              Nov. 30, 2002    Nov. 30, 2001     Feb. 28, 2003     Feb. 28, 2002
-------------------------------------------------------------------------------------------------------------
Superstores..........................           611              603               611               604
Mall-based Express stores............            17               29                17                20
                                       ----------------------------------------------------------------------
Total................................           628              632               628               624
                                       ======================================================================


                                 Page 16 of 29


We expect to open eight Superstores and relocate approximately 10 Superstores in
the current  fiscal year.  In the third  quarter of fiscal 2003,  we opened five
Superstores and relocated five Superstores.  For the first nine months of fiscal
2003, we opened eight  Superstores,  relocated nine  Superstores  and closed one
Superstore and three mall-based Express stores.

Cost of Sales, Buying and Warehousing

The Company's gross profit margin was 22.6 percent of sales in the third quarter
of fiscal 2003, compared with 24.4 percent in the same period last year. For the
nine months ended  November 30, 2002,  the gross profit  margin was 23.5 percent
compared with 24.5 percent in the same period last year. The gross profit margin
declines  reflected a combination of factors,  including  changes in merchandise
mix and the  impact of a more  promotional  pricing  environment  across a broad
range of products.  Weaker sales of higher profit  wireless  communications  and
digital  satellite  systems were primarily  responsible for the decline in gross
profit  margins.  While  traffic-driving  initiatives  have been  successful  in
improving foot traffic in our stores, increased sales of entertainment software,
entry-level  products and personal  computers also lowered gross profit margins.
Continuing  competitive pressure across a wide range of categories increased the
amount of  promotional  sales  throughout  the third  quarter.  The gross profit
margin pressure was partly offset by continued growth in sales of fully featured
products, particularly big-screen televisions.

Finance Income

For the three- and nine-month  periods ended November 30, 2002 and 2001,  pretax
finance income was as follows:

                                                  Three Months Ended            Nine Months Ended
                                                      November 30,                November 30,
(Amounts in millions)                            2002           2001           2002          2001
-------------------------------------------------------------------------------------------------
Securitization income.......................    $39.4          $47.7         $145.5        $163.0
Payroll and fringe benefit expenses.........     10.7           10.4           32.1          30.9
Other direct expenses.......................     20.4           19.5           58.7          59.9
                                                -------------------------------------------------
Finance income..............................    $ 8.3          $17.8         $ 54.7        $ 72.2
                                                =================================================


Receivables  generated by the Circuit City  finance  operation  are sold through
securitization  transactions.  Circuit City continues to service the securitized
receivables  for a fee.  For the  quarter  ended  November  30,  2002,  serviced
receivables  averaged $2.84 billion  compared with $2.57 billion for the quarter
ended November 30, 2001.  For the nine months ended November 30, 2002,  serviced
receivables  averaged  $2.79  billion,  compared with $2.59 billion for the same
period last year.

Securitization  income is  primarily  comprised of the gain on the sale of these
receivables  and income  related to servicing  the  receivables,  as well as the
impact of increases  or  decreases in the fair value of the retained  interests.
The  amount  by which the  estimated  future  finance  income  from  securitized
receivables exceeds the sum of the contractually  specified investor returns and
servicing  fees is  referred to as  interest-only  strips and is carried at fair
value.  The fair value  amounted to $125.3  million at November  30,  2002,  and
$131.9  million at  February  28,  2002.  Interest-only  strips are  included in
retained  interests  in  securitized  receivables  on the  consolidated  balance
sheets.  The key  assumptions  and  estimates in  determining  the fair value of
interest-only  strips include management's  projections of key factors,  such as
finance charge  income,  default rates,  payment  rates,  forward  interest rate
curves and discount rates  appropriate for the type of asset and risk.  Based on
these assumptions and estimates and the operation's  securitization  volume, the
value of the  interest-only  strips  decreased  $1.6 million in the three months
ended  November 30, 2002,  and decreased  $6.6 million in the three months ended
November 30, 2001. The value of the interest-only  strips decreased $6.6 million
in the nine months ended  November 30, 2002,  and decreased  $5.2 million in the
nine months ended  November 30, 2001.  Management  reviews the  assumptions  and
estimates used in determining  the fair value of the  interest-only  strips on a
quarterly basis. If these  assumptions  change or the actual results differ from
the projected results, securitization income will be affected.

                                  Page 17 of 29

In the third quarter of fiscal 2003,  the weak economy and a  historically  high
level of personal  bankruptcies  adversely  affected  securitization  income.  A
negative  mark-to-market  adjustment  to  the  Company's  retained  subordinated
interests in the securitized receivables, reduced finance charge collections and
a decrease in the fair value of the interest-only strips also contributed to the
decline in finance  income.  Securitization  income  for the nine  months  ended
November   30,   2002,   included   costs   associated   with  two  new   public
securitizations. There were no new public securitizations in fiscal 2002.

Finance  income  does not include any  allocation  of indirect  costs or income.
Examples of indirect  costs not included are  corporate  expenses  such as human
resources,  administrative services, marketing, information systems, accounting,
legal, treasury and executive payroll, as well as retail store expenses. Payroll
and  fringe  benefit  expenses  generally  vary  with the  size of the  serviced
portfolio  and increased  modestly  during the quarter and the nine months ended
November  30,  2002,  compared  with the same  periods  last year.  Other direct
expenses include  third-party data processing,  rent, credit promotion expenses,
Visa and MasterCard fees, and other operating expenses.

Selling, General and Administrative Expense

The selling,  general and administrative expense ratio was 24.4 percent of sales
in the third  quarter of fiscal  2003,  compared  with 24.5 percent for the same
period last year. The decline in the expense ratio  primarily  reflects  reduced
costs and the leverage  from  increased  comparable  store sales in fiscal 2003,
offset in part by higher remodel and  relocation  expenses.  Interest  income is
recorded as a reduction to selling, general and administrative expenses.

The fiscal 2003 third  quarter  expenses  include  $11.4  million of remodel and
relocation  costs,  and the fiscal  2002 third  quarter  expenses  include  $2.2
million of remodel and relocation  costs. The expenses for the first nine months
of fiscal 2003 include $45.2 million of remodel and  relocation  costs,  and the
expenses for the first nine months of last year include $18.0 million of remodel
and relocation costs. In this year's third quarter, remodel and relocation costs
include costs related to the completion of 71 video  department  remodels and 13
full-store lighting upgrades, as well as the relocation of five Superstores.  In
last year's third quarter,  remodel and relocation  costs include costs for five
store relocations.  In the nine months ended November 30, 2002, we remodeled the
video department in 301 Superstores,  installed  full-store lighting upgrades in
311 Superstores and relocated nine Superstores. In the first nine months of last
year, we completed  full-store  remodels of 24 Superstores  primarily located in
the Chicago, Ill.; Baltimore,  Md.; and Washington,  D.C., markets and relocated
eight Superstores.

The impact of remodel and relocation  costs on the expense ratio is presented in
the following table.



                                                      Three Months Ended              Nine Months Ended
                                                         November 30,                    November 30,
                                                    2002            2001           2002            2001
-------------------------------------------------------------------------------------------------------
Before remodel and relocation expenses.........    23.9%           24.4%          24.4%           25.7%
Remodel and relocation expenses................      0.5             0.1            0.7            0.3
                                                   ----------------------------------------------------
Expense ratio..................................    24.4%           24.5%          25.1%           26.0%
                                                   ====================================================


Income Taxes

The  effective  income tax rate was 38.0 percent for the third  quarters and the
nine months ended November 30, 2002 and November 30, 2001.

                                 Page 18 of 29

Net (Loss) Earnings

Circuit City  continuing  operations  generated a loss of $21.3  million,  or 10
cents per share,  in the quarter  ended  November  30, 2002,  compared  with net
earnings of $9.2  million,  or 4 cents per share,  in the third  quarter of last
fiscal year. For the nine months,  Circuit City generated a loss from continuing
operations of $33.8 million,  or 16 cents per share, this year,  compared with a
loss of $12.9 million,  or 6 cents per share, in the first nine months of fiscal
2002.

Results for the quarters and nine months ended  November 30, 2002,  and November
30, 2001,  include costs associated with remodeling and relocating  Circuit City
Superstores.  This year's third quarter  remodel and relocation  costs totaled 3
cents per share,  and last year's third  quarter  remodel and  relocation  costs
totaled 1 cent per share. For the first nine months of the current year, remodel
and relocation  costs totaled 13 cents per share compared with 5 cents per share
for the same period last year.





                                                               Three Months Ended               Nine Months Ended
                                                                   November 30,                    November 30,
         (Loss) Earnings Per Share                             2002          2001           2002             2001
-----------------------------------------------------------------------------------------------------------------
Before remodel and relocation expenses....................  $(0.07)         $0.05           $(0.03)        $(0.01)
Remodel and relocation expenses...........................   (0.03)         (0.01)           (0.13)         (0.05)
                                                            -----------------------------------------------------
(Loss) earnings from continuing operations................  $(0.10)         $0.04           $(0.16)        $(0.06)
                                                            =====================================================


Discontinued Operations

As previously announced, on October 1, 2002, the CarMax auto superstore business
was separated  from the Circuit City  consumer  electronics  business  through a
tax-free  transaction in which CarMax,  Inc., formerly a wholly owned subsidiary
of Circuit City Stores,  Inc.,  became an independent,  separately traded public
company.  Results  attributed to CarMax for the periods prior to the  separation
date are presented as results from discontinued operations.

Third quarter net earnings from  discontinued  operations were $3.6 million this
year,  representing  CarMax  results for the one month  prior to the  separation
date.  Net earnings  from  discontinued  operations  were $18.4  million in last
year's third quarter.  For the nine months ended November 30, 2002, net earnings
from discontinued operations were $64.5 million, compared with $72.4 million for
the first nine  months of fiscal  2002.  Prior to the  separation  date,  CarMax
earnings  were  allocated to the  Company's  Circuit City Group and CarMax Group
common stocks.  Circuit City Group earnings included earnings  attributed to the
CarMax  Group  shares  reserved  for the Circuit  City Group or for  issuance to
Circuit  City  Group  shareholders.  The CarMax  Group  earnings  reflected  the
remainder of the earnings of the CarMax business.

Operations Outlook

We are  currently  engaged in a  multi-year  program  designed  to  refresh  our
existing store base and give Circuit City customers a more contemporary shopping
experience.  That multi-year program includes new store designs and remodels and
relocations of existing stores.  In fiscal 2003, we remodeled video  departments
in 301 Superstores,  performed  full-store  lighting upgrades in 311 Superstores
and relocated 9 stores.  One more relocation is scheduled to occur in the fourth
quarter. We had initially anticipated that remodel and relocation expenses would
total  approximately  18 cents per share in fiscal 2003. The actual earnings per
share  impact  through  the first  nine  months  totaled  13  cents,  and we now
anticipate  that the  earnings per share  impact will be  comfortably  below the
original  18-cent  expectation.  Our  efforts to provide  an  improved  consumer
electronics  shopping  experience  will  continue in fiscal year 2004 and beyond
with a  combination  of  relocations,  remodels  and new  stores.  We  currently
anticipate  that in fiscal 2004 and fiscal 2005 the impact on earnings per share
of remodeling  and  relocations  will be  approximately  18 cents per share each
year.

                                 Page 19 of 29


In early November,  we reduced our earnings per share expectations for the third
quarter,  excluding  remodel and relocation costs, for the Circuit City business
as changes in the  merchandise  sales mix and a highly  promotional  environment
pressured  the  gross  profit  margin.   While  we  met  the  revised   earnings
expectations for the third quarter, we reported  lower-than-anticipated  finance
income.  We had  previously  anticipated  that finance  income for the full year
would be similar to the levels  produced in fiscal  2002,  but now  anticipate a
lower  profit  contribution  from finance  income in fiscal 2003.  On January 7,
2003,  we announced a 5 percent  decrease in total sales for the calendar  month
ended  December  31,  2002.  Comparable  store sales for that month  decreased 6
percent. Given the uncertain economic and promotional climate, we have adopted a
more cautious  outlook for the fourth quarter and have not at this time provided
specific earnings per share guidance for that quarter and thus for the year.

Recent Accounting Pronouncements

In August 2001, the Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards  No.  143,  "Accounting  for  Asset  Retirement
Obligations." This statement  addresses  financial  accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement  costs. It applies to legal  obligations  associated
with the  retirement  of  long-lived  assets that  result from the  acquisition,
construction,  development  and/or the normal  operation of a long-lived  asset,
except for certain  obligations of lessees.  This standard  requires entities to
record the fair value of a liability for an asset  retirement  obligation in the
period  incurred.  The  provisions  of SFAS No.  143 will be  effective  for the
Company's  fiscal  year  beginning  March  1,  2003.  The  Company  has  not yet
determined the impact, if any, of adopting this standard.

Effective in the third quarter of fiscal 2003, the Company adopted SFAS No. 146,
"Accounting  for Costs  Associated  with  Exit or  Disposal  Activities,"  which
requires  that a  liability  for a cost  associated  with an  exit  or  disposal
activity be recognized  and measured  initially at fair value when the liability
is incurred,  rather than at the date of commitment to an exit or disposal plan.
The  adoption  of SFAS No. 146 did not have a material  impact on the  Company's
financial position, results of operations or cash flows.

In  November  2002,  the FASB  issued EITF No.  00-21,  "Accounting  for Revenue
Arrangements with Multiple  Deliverables."  This issue addresses when and how an
arrangement  involving  multiple  deliverables  should be divided into  separate
units of  accounting,  as well as how the  arrangement  consideration  should be
measured and allocated to the separate  units of accounting in the  arrangement.
The  provisions  of EITF No. 00-21 will be  effective  for the  Company's  third
quarter of fiscal 2004. The Company has not yet  determined the impact,  if any,
of adopting this standard.

In November 2002, the FASB issued EITF No. 02-16,  "Accounting by a Reseller for
Cash  Consideration  Received  from a  Vendor."  This issue  addresses  how cash
consideration  received from a vendor by a reseller  should be classified in the
reseller's  income  statement.  EITF No. 02-16 provides that cash  consideration
received by a reseller from a vendor should be  characterized  as a reduction of
cost of sales unless the cash  consideration  represents a payment for assets or
services  delivered to the vendor,  in which case, the  consideration  should be
characterized  as revenue or other income.  However,  if the cash  consideration
represents a reimbursement of incremental  direct costs incurred by the reseller
to sell the vendor's  products,  the consideration  should be characterized as a
reduction  of those direct  costs.  These  provisions  of EITF No. 02-16 will be
effective for the Company's  fiscal year beginning March 1, 2003. The issue also
addresses  how a reseller  should  recognize  a rebate or refund of a  specified
amount of cash  consideration  that is payable only if the reseller  completes a
specified  cumulative  level of  purchases or remains a reseller for a specified
time period.  EITF No.  02-16  provides  that such a rebate or refund  should be
recognized  as a reduction of cost of sales based on an  allocation  of the cash
consideration  offered to each of the  underlying  transactions  that results in
progress by the reseller toward earning the rebate or refund.  This provision of
EITF No. 02-16 was effective for all new  arrangements  initiated by the Company
after  November 21, 2002.  EITF No. 02-16 did not have any impact on the quarter
ended  November 30, 2002.  The Company has not yet determined the future impact,
if any, of adopting this standard.

                                  Page 20 of 29

FINANCIAL CONDITION

Liquidity and Capital Resources

Operating  Activities.  In the nine months ended November 30, 2002, Circuit City
used net cash of $783.9  million in  operating  activities;  in the nine  months
ended November 30, 2001,  Circuit City generated net cash of $213.5 million from
operating  activities.  The $997.5 million difference primarily reflects changes
in working capital,  with $918.1 million of cash used for working capital in the
first nine months of the current fiscal year compared with $40.5 million of cash
generated  by  working  capital in the first nine  months of last  fiscal  year.
Changes in merchandise inventory,  retained interests in securitized receivables
and  accounts  payable  were the largest  contributors  to the change in working
capital.  Merchandise  inventory  increased  by $1.14  billion in the first nine
months of this fiscal  year  versus an  increase of $739.1  million in the first
nine months of last fiscal  year.  Although we  normally  build  inventories  in
advance of the  holiday  selling  season,  this year's  increase in  merchandise
inventory over the prior year reflects Circuit City's focus on customer service,
which  includes a commitment  to improved  merchandise  availability,  a broader
assortment in selected categories and improved merchandise  displays. We believe
that the improved  sales  growth  posted in the first nine months of this fiscal
year also in part,  reflects these  strategies.  Accounts  payable  increased by
$556.2  million in the first nine  months of this fiscal year versus an increase
of $851.9  million in the first nine months of last year  reflecting our earlier
seasonal  inventory  build in the current year  compared  with fiscal 2002.  Our
accelerated inventory build resulted in a corresponding acceleration of payments
to vendors.

Retained interests in securitized receivables increased by $123.7 million in the
first nine months of this fiscal year versus an increase of $55.9 million in the
first nine months of last fiscal  year.  The current  year  increase in retained
interests in securitized  receivables reflects our required holding of duplicate
collateral on two public  securitizations that are currently in their controlled
accumulation  period.  With an aggregate face value of $1.40 billion,  these are
the Company's two largest securitizations currently outstanding, and, therefore,
the duplicate collateral requirement  significantly  increases the amount of our
retained interests. One series is scheduled to fully mature in February 2003 and
the other is scheduled to fully mature in March 2003.  The  requirement  to hold
duplicate  collateral  terminates at the final  maturity dates of the underlying
public securitizations.

Investing Activities. Net cash used in investing activities was $51.7 million in
the nine months ended November 30, 2002, compared with net cash of $80.2 million
used in  investing  activities  in the first nine  months of last year.  Capital
expenditures decreased to $111.1 million in the first nine months of fiscal 2003
from $133.9 million in the comparable period last year.  Capital spending in the
first  nine  months  of  fiscal  2003  included  spending  related  to eight new
Superstores,  nine relocated  Superstores,  remodeled  video  departments in 301
Superstores  and  full-store  lighting  upgrades  in  311  Superstores.  Capital
spending in the first nine months of last fiscal year included  spending related
to ten new Superstores, eight relocated Superstores and full-store remodeling of
24 Superstores.

Proceeds  from the sale of property and  equipment  declined to $31.1 million in
the first nine months of fiscal 2003,  compared  with $53.7 million in the first
nine months of last year.  Proceeds  from sales of property and equipment in the
first nine months of last year included amounts received from the sale-leaseback
of Circuit City's Orlando, Fla., distribution center.

At the  separation  date,  Circuit  City  received a one-time  special  dividend
payment of $28.4 million from CarMax.  This dividend was paid in  recognition of
the Company's ongoing contingent  liability  associated with lease agreements on
23 of CarMax's sales locations originally entered into by Circuit City.

On January 7, 2003, the Company announced that its board of directors authorized
the  repurchase  of up to $200  million of the  Company's  common  stock.  These
repurchases  may be made from time to time in the open  market.  The price to be
paid and the timing of purchases will be at the discretion of management.  Based
on the current  market value of the common stock at the  announcement  date, the
authorization  would  allow the Company to  repurchase  up to  approximately  13
percent of the 210.5 million shares then outstanding.

                                 Page 21 of 29

Financing  Activities.  Net cash  provided  by  financing  activities  was $32.1
million in the first nine months of fiscal 2003, compared with net cash provided
by financing activities of $157.0 million in the comparable period last year.

A $100 million  outstanding  term loan matured in July 2002 and was repaid using
existing working capital.  At the payment date, $22.2 million had been allocated
to Circuit City and is included in payments on long-term  debt on the  statement
of cash flows as of November 30, 2002. The remaining  balance had been allocated
to  CarMax  and is  included  in cash  used in  discontinued  operations  on the
statement of cash flows as of November 30, 2002.

At  November  30,  2002,  the Company  had cash and cash  equivalents  of $437.5
million and total  outstanding  debt of $71.0 million,  including  $58.0 million
outstanding  under short-term  seasonal lines of credit.  The Company  maintains
$210 million in  committed  seasonal  lines of credit that are renewed  annually
with various  banks.  Under these  facilities,  Circuit City must meet financial
covenants  relating  to minimum  tangible  net worth,  debt to net worth and the
current ratio.  The Company was in compliance  with these  covenants at November
30, 2002. A $150 million unsecured  revolving credit facility was not renewed at
its August 31, 2002, expiration date.

At November 30, 2002, the aggregate  principal amount of securitized credit card
receivables  totaled  $1.38 billion  under the  private-label  program and $1.45
billion under the bankcard program.  During the third quarter of fiscal 2003, we
completed no new public securitization transactions. We completed a $470 million
bankcard receivable securitization  transaction and a $300 million private-label
and co-branded Visa credit card receivable securitization transaction during the
first nine months of fiscal 2003. At November 30, 2002,  the unused  capacity of
the  private-label  variable  funding  program was $352.4 million and the unused
capacity  of the  bankcard  variable  funding  program  was $272.7  million.  At
November 30, 2002,  no  provisions  provided  recourse to the Company for credit
losses on the securitized receivables.

We  anticipate  that we will be able to expand or enter into new  securitization
arrangements to meet the future needs of the finance operation.

Our finance  operation is conducted  through our wholly owned  subsidiary  First
North American  National  Bank, a  limited-purpose  credit card bank  chartered,
regulated  and  supervised  by the Office of the  Comptroller  of the  Currency.
Following  a  structural   change  in  the  Company's  credit  card  receivables
securitization   programs  that   substantially   reduced  the  bank's   capital
requirements, FNANB requested that the OCC approve an approximately $350 million
reduction  in capital in the form of a special  dividend to Circuit City Stores,
Inc. During the third quarter,  Circuit City Stores, Inc. received a dividend of
approximately   $130  million  from  FNANB  in   accordance   with  OCC  capital
regulations.  Approval by the OCC for the  remaining  capital  reduction  in the
amount of approximately $220 million is pending. At November 30, 2002, FNANB had
cash  and  cash  equivalents  of  approximately  $280  million  and  capital  of
approximately $250 million.

We expect that  available  cash  resources,  credit  facilities,  sale-leaseback
transactions,  landlord  reimbursements and cash generated by operations will be
sufficient to fund capital  expenditures and working capital for the foreseeable
future.


                           Forward-Looking Statements

This  report  on Form  10-Q  contains  "forward-looking  statements,"  which are
subject to risks and uncertainties.  Additional discussion of factors that could
cause  actual  results  to  differ  materially  from  management's  projections,
forecasts,  estimates and expectations is contained in the Company's  Securities
and Exchange Commission  filings,  including the Company's Annual Report on Form
10-K/A for the year ended February 28, 2002, and the Company's  proxy  statement
included in the registration  statement on Form S-4 filed by CarMax,  Inc. (File
No. 333-85240) related to the separation of CarMax, Inc. from the Company.


                                 Page 22 of 29

                                     ITEM 3.

                          Quantitative and Qualitative
                          Disclosures About Market Risk


Receivables Risk

The Company  manages the market risk  associated  with the credit card revolving
loan portfolios of its finance operation. Portions of these portfolios have been
securitized in  transactions  accounted for as sales in accordance with SFAS No.
140 and,  therefore,  are not  presented on the Company's  consolidated  balance
sheets.

Consumer  Revolving Credit  Receivables.  The majority of accounts in the credit
card  portfolios  are  charged  interest  at rates  indexed  to the prime  rate,
adjustable on a monthly basis subject to certain limitations. The balance of the
accounts are charged interest at a fixed annual percentage rate. At November 30,
2002, and February 28, 2002, the total  outstanding  principal  amount of credit
card receivables had the following interest rate structure:


(Amounts in millions)                         November 30          February 28
--------------------------------------------------------------------------------
Indexed to prime rate.....................       $2,756                $2,645
Fixed APR.................................          178                   202
                                           ------------------------------------
Total.....................................       $2,934                $2,847
                                           =====================================

Financing   for  the  credit  card   receivables   is  achieved   through  asset
securitization  programs  that,  in turn,  issue both private and public  market
debt,  principally at floating rates based on LIBOR and commercial  paper rates.
Receivables held for sale are financed with working capital. The total principal
amount of  receivables  securitized  or held for sale at November 30, 2002,  and
February 28, 2002, was as follows:

(Amounts in millions)                         November 30          February 28
--------------------------------------------------------------------------------

Floating-rate securitizations.............       $2,824                $2,798
Held for sale (1).........................          110                    49
                                            ---------------------------------
Total.....................................       $2,934                $2,847
                                            ====================================

(1) Held by a bankruptcy-remote special purpose subsidiary.

Interest  Rate  Exposure.  The Company is exposed to  interest  rate risk on its
securitized   credit  card  portfolio,   especially  when  interest  rates  move
dramatically over a relatively short period of time. Market risk is the exposure
created by potential fluctuations in interest rates. We have mitigated this risk
through  matched  funding.  However,  the ability to increase the finance charge
yield of the Company's  variable rate credit cards may be contractually  limited
or limited at some point by  competitive  conditions.  The  Company  enters into
interest  rate  cap  agreements  to meet the  requirements  of the  credit  card
receivable securitization transactions.  The Company has entered into offsetting
interest rate cap positions  and,  therefore,  does not  anticipate  market risk
arising from interest rate caps.  Generally,  changes only in interest  rates do
not have a material impact on the Company's results of operations.

Credit risk is the exposure to  nonperformance of another party to an agreement.
Credit risk is mitigated by dealing with highly rated bank  counterparties.  The
market and credit risks  associated  with financial  derivatives  are similar to
those  relating to other types of financial  instruments.  Refer to Note 6 for a
description of these items.


                                 Page 23 of 29

                                    Item 4.

                             Controls and Procedures


The Company's  principal  executive officer and principal financial officer have
evaluated  the   effectiveness  of  the  Company's   "disclosure   controls  and
procedures,"  as  such  term is  defined  in Rule  13a-14(c)  of the  Securities
Exchange  Act of 1934,  as  amended,  within 90 days of the filing  date of this
Quarterly  Report on Form  10-Q.  Based  upon their  evaluation,  the  principal
executive  officer and principal  financial officer concluded that the Company's
disclosure  controls and  procedures  are  effective.  There were no significant
changes  in the  Company's  internal  controls  or in other  factors  that could
significantly affect these controls, since the date the controls were evaluated.


PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings

          As previously  reported in the Company's  Annual Report on Form 10-K/A
          for the  fiscal  year  ended  February  28,  2002,  and the  Company's
          Quarterly  Reports  on Form  10-Q for the  quarters  ended  May 31 and
          August 31, 2002, a consolidated amended class action complaint,  which
          alleges federal securities law violations by the Company and its chief
          executive  officer,  chief financial officer and principal  accounting
          officer,  has been filed in the United States  District  Court for the
          Eastern District of Virginia. In November 2002, the defendants filed a
          motion to dismiss the complaint. The Company expects the court to hold
          a hearing on this motion  during the first  quarter of  calendar  year
          2003. At the present  time,  no class has been  certified in the case.
          The Company believes that the allegations in the consolidated  amended
          complaint  are  without  merit  and that  the  Company  and the  other
          defendants  have  substantial  defenses  to the  claims  alleged.  The
          Company intends to defend this action vigorously.


Item 6.   Exhibits and Reports on Form 8-K

          (a)  Exhibits

               (2)       Plan  of  Acquisition,   Reorganization,   Arrangement,
                         Liquidation or Succession

                         Separation  Agreement dated as of May 21, 2002, between
                         Circuit City Stores,  Inc.  and CarMax,  Inc.  filed as
                         Exhibit 2.1 to the Form S-4  Registration  Statement of
                         CarMax, Inc.  (Registration No. 333-85240) is expressly
                         incorporated herein by this reference.

               (3)(i)    Articles of Incorporation

                         Amended  and  Restated  Articles  of  Incorporation  of
                         Circuit City Stores,  Inc., effective February 3, 1997,
                         as amended through October 1, 2002, filed herewith.


               (3)(ii)   Bylaws

                         Bylaws of Circuit  City  Stores,  Inc.,  as amended and
                         restated  June 18, 2002,  filed as Exhibit  3(ii)(a) to
                         the  Company's  Quarterly  Report  on Form 10-Q for the
                         quarter  ended  May 31,  2002  (File No.  1-5767),  are
                         expressly incorporated herein by this reference.


                                 Page 24 of 29

               (4)       Instruments Defining the Rights of Security Holders

                         Third Amended and Restated Rights Agreement dated as of
                         October 1, 2002,  between  Registrant  and Wells  Fargo
                         Bank Minnesota, N.A., as Rights Agent, filed as Exhibit
                         1 to the Company's  Form 8-A/A filed on October 1, 2002
                         (File No. 1-5767), is expressly  incorporated herein by
                         this reference.

               (99)(i)   Certification  of the Chief Executive  Officer Pursuant
                         to 18  U.S.C.  Section  1350  as  Adopted  Pursuant  to
                         Section 906 of the  Sarbanes-Oxley  Act of 2002,  filed
                         herewith.

               (99)(ii)  Certification  of the Chief Financial  Officer Pursuant
                         to 18  U.S.C.  Section  1350  as  Adopted  Pursuant  to
                         Section 906 of the  Sarbanes-Oxley  Act of 2002,  filed
                         herewith.

          (b)  Reports on Form 8-K

               The Company  filed a Form 8-K on September  10, 2002,  announcing
               that the Company's  shareholders  approved the  separation of the
               CarMax  Group from the  Company and that the  Company's  board of
               directors authorized the redemption of the Company's CarMax Group
               stock and the distribution of CarMax, Inc. common stock to effect
               the separation.

               The Company filed a Form 8-K on October 1, 2002,  announcing  the
               completion  of  the  separation  of the  CarMax  Group  from  the
               Company.

               The Company  filed a Form 8-K on October 15,  2002,  stating that
               its principal executive officer and principal  accounting officer
               had executed and filed with the SEC the sworn statements required
               by SEC Order No. 4-460.


                                 Page 25 of 29



                                   SIGNATURES


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


                                      CIRCUIT CITY STORES, INC.




                                      By:   /s/ W. Alan McCollough
                                            ------------------------------------
                                            W. Alan McCollough
                                            Chairman, President and
                                            Chief Executive Officer



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



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




January 14, 2003

                                 Page 26 of 29


I, W. Alan McCollough, certify that:

1. I have  reviewed this  quarterly  report on Form 10-Q of Circuit City Stores,
Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  January 14, 2003


                                                       /s/ W. Alan McCollough
                                                       ----------------------
                                                       W. Alan McCollough
                                                       Chairman, President and
                                                       Chief Executive Officer


                                 Page 27 of 29




I, Michael T. Chalifoux, certify that:

1. I have  reviewed this  quarterly  report on Form 10-Q of Circuit City Stores,
Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures  as of a date  within  90  days  prior  to the  filing  date  of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

a) all significant  deficiencies in the design or operation of internal controls
which  could  adversely  affect the  registrant's  ability  to record,  process,
summarize and report  financial data and have  identified  for the  registrant's
auditors any material weaknesses in internal controls; and

b) any  fraud,  whether  or not  material,  that  involves  management  or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  January 14, 2003


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



                                 Page 28 of 29


                                  EXHIBIT INDEX


               (2)       Plan  of  Acquisition,   Reorganization,   Arrangement,
                         Liquidation or Succession

                         Separation  Agreement dated as of May 21, 2002, between
                         Circuit City Stores,  Inc.  and CarMax,  Inc.  filed as
                         Exhibit 2.1 to the Form S-4  Registration  Statement of
                         CarMax, Inc.  (Registration No. 333-85240) is expressly
                         incorporated herein by this reference.

               (3) (i)   Articles of Incorporation

                         Amended  and  Restated  Articles  of  Incorporation  of
                         Circuit City Stores,  Inc., effective February 3, 1997,
                         as amended through October 1, 2002, filed herewith.


               (3) (ii)  Bylaws

                         Bylaws of Circuit  City  Stores,  Inc.,  as amended and
                         restated  June 18, 2002,  filed as Exhibit  3(ii)(a) to
                         the  Company's  Quarterly  Report  on Form 10-Q for the
                         quarter  ended  May 31,  2002  (File No.  1-5767),  are
                         expressly incorporated herein by this reference.

               (4)       Instruments Defining the Rights of Security Holders

                         Third Amended and Restated Rights Agreement dated as of
                         October 1, 2002,  between  Registrant  and Wells  Fargo
                         Bank Minnesota, N.A., as Rights Agent, filed as Exhibit
                         1 to the Company's  Form 8-A/A filed on October 1, 2002
                         (File No. 1-5767), is expressly  incorporated herein by
                         this reference.

               (99)(i)   Certification  of the Chief Executive  Officer Pursuant
                         to 18  U.S.C.  Section  1350  as  Adopted  Pursuant  to
                         Section 906 of the  Sarbanes-Oxley  Act of 2002,  filed
                         herewith.

               (99)(ii)  Certification  of the Chief Financial  Officer Pursuant
                         to 18  U.S.C.  Section  1350  as  Adopted  Pursuant  to
                         Section 906 of the  Sarbanes-Oxley  Act of 2002,  filed
                         herewith.




                                 Page 29 of 29