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

                                    FORM 10-K


[X]      ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
         EXCHANGE ACT OF 1934
For the fiscal year ended February 29, 2004
                                       OR

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

For the transition period from_________ to _________

                           Commission File No.: 1-5767
                            CIRCUIT CITY STORES, INC.
             (Exact name of registrant as specified in its charter)

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

            9950 Mayland Drive
            Richmond, Virginia                                23233
(Address of principal executive offices)                   (Zip Code)

       Registrant's telephone number, including area code: (804) 527-4000


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


                                                    Name of each exchange
             Title of each class                    on which registered
Common Stock, Par Value $0.50 per share            New York Stock Exchange

      Rights to Purchase Preferred Stock,
     Series E, Par Value $20.00 per share          New York Stock Exchange

        Securities registered pursuant to Section 12(g) of the Act: None

         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 by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of the  Registrant's  knowledge,  in definitive proxy or information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K [|X|].

         Indicate by check mark whether the Registrant is an  accelerated  filer
(as defined in Exchange Act Rule 12b-2). Yes |X| No ___

         The aggregate  market value of the  Registrant's  common shares held by
non-affiliates  as of August 29,  2003,  which was the last  business day of the
Registrant's most recently  completed second fiscal quarter,  was $2,184,740,830
based upon the closing  price of these  shares as reported by the New York Stock
Exchange on that date.

         On April 30, 2004, the company had  outstanding  198,784,226  shares of
common stock.



                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the following  documents are  incorporated  by reference in
Parts I, II, III and IV of this Annual Report on Form 10-K: (1) pages 12 through
43 of the company's  Annual Report for the fiscal year ended  February 29, 2004,
(Parts I, II and IV) and (2) "Item One -  Election  of  Directors,"  "Beneficial
Ownership of Securities," "Certain Information Concerning the Board of Directors
and  Its  Committees,"  "Executive  Compensation,"  "Equity  Compensation  Plans
Information,"   "Employment  Agreements  and  Change-In-Control   Arrangements,"
"Compensation  of Directors,"  "Section  16(a)  Beneficial  Ownership  Reporting
Compliance"  and  "Item  Four  -  Ratification  of  Appointment  of  Independent
Auditors"  in the  company's  Definitive  Proxy  Statement  dated  May 7,  2004,
furnished  to  shareholders  of the company in  connection  with the 2004 Annual
Meeting of Shareholders (Part III).




                                TABLE OF CONTENTS
Item                                                                                                                    Page

PART I

1.   Business.........................................................................................................      3

2.   Properties........................................................................................................     9

3.   Legal Proceedings.................................................................................................    10

4.   Submission of Matters to a Vote of Security Holders...............................................................    10

     Executive Officers of the Company.................................................................................    10

PART II

5.   Market for the Company's Common Equity and Related Shareholder Matters............................................    12

6.   Selected Financial Data...........................................................................................    12

7.   Management's Discussion and Analysis of Results of Operations and Financial Condition.............................    12

7A.  Quantitative and Qualitative Disclosures about Market Risk........................................................    12

8.   Financial Statements and Supplementary Data.......................................................................    12

9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure..............................    12

9A.  Controls and Procedures...........................................................................................    12

PART III

10.  Directors and Executive Officers of the Company...................................................................    12

11.  Executive Compensation............................................................................................    13

12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters....................    13

13.  Certain Relationships and Related Transactions....................................................................    13

14.  Principal Accountant Fees and Services............................................................................    13

PART IV

15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K...................................................    14

     Signatures.......................................................................................................     15

     Schedule II.......................................................................................................   S-1

     Independent Auditors' Report on Financial Statement Schedule......................................................   S-2

     Exhibit Index.....................................................................................................  EI-1


                                  Page 2 of 16

                                     PART I


Item 1.  Business

         Circuit  City  Stores,  Inc.  was  incorporated  under  the laws of the
Commonwealth of Virginia in 1949. Its corporate headquarters are located at 9950
Mayland  Drive,  Richmond,  Va. Its retail  operation  consists of Circuit  City
Superstores and mall-based  Circuit City stores. The Company has a private-label
finance  operation  including  a wholly  owned  credit  card bank,  First  North
American National Bank, that provides consumer revolving credit.

         The  company's  Web site  address is  www.circuitcity.com.  The company
makes available,  free of charge through its Web site, its Annual Report on Form
10-K,  quarterly  reports  on Form  10-Q,  current  reports  on Form 8-K and any
amendments to those reports as soon as practicable after  electronically  filing
the material  with or  furnishing  the material to the  Securities  and Exchange
Commission.

         Proposed Acquisition. On April 13, 2004, the company commenced a tender
offer to acquire all  outstanding  common  shares of  InterTAN,  Inc., a leading
consumer electronics retailer of both private-label and internationally  branded
products headquartered in Barrie,  Ontario. The tender offer is conditioned upon
at least a majority of the fully diluted shares being  tendered.  If successful,
the  tender  offer  will be  followed  by a merger in which the  holders  of the
remaining outstanding shares of InterTAN common stock will receive $14 per share
in cash.  The  transaction  is contingent  upon  customary  closing  conditions,
including regulatory and other standard approvals.  The company expects the cost
of  this   acquisition,   including   estimated   transaction   costs,  will  be
approximately $300 million.

         Upon  completion of the tender  offer,  which is expected in the second
calendar quarter of 2004, InterTAN will become a subsidiary of the company.

         Capital  Structure.  From  February  7, 1997,  to 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
during that period.  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.
Following  the  separation,  the  Circuit  City Group  common  stock was renamed
Circuit  City  common  stock.  See  "Discontinued   Operations"  for  additional
information.

         General.  Circuit  City is a leading  national  retailer of  brand-name
consumer electronics, personal computers and entertainment software. It sells

o        video equipment, including televisions,  digital satellite systems, DVD
         players, video cassette recorders, camcorders and cameras;
o        audio equipment, including home and portable audio systems;
o        mobile electronics, including car audio, video and security systems;
o        home  office  products,   including   personal   computers,   printers,
         peripherals, software and facsimile machines;
o        entertainment  software,  including video games,  DVD movies and music;
         and
o        other consumer electronics products,  including wireless phones, corded
         and cordless phones and accessories.

Merchandise   lines   vary  by   location   based  on  store   size  and  market
characteristics. Most merchandise is supplied directly to the stores by regional
warehouse distribution facilities.

         Through  Digital  Video  Express,  75 percent of which was owned by the
company,  Circuit City developed a new digital video system for watching  movies
at home. Divx was primarily engaged in the business of licensing this technology
and replicating and distributing specially encrypted DVDs at wholesale.  Circuit
City was allocated 100 percent of Divx's losses from Divx's inception.  The Divx
business was  discontinued  in fiscal 2000. See  "Discontinued  Operations"  for
additional information.

         Expansion and Revitalization.  At April 30, 2004, Circuit City operated
607 retail locations throughout the United States.  Circuit City has established
its presence in virtually  all of the nation's top 100 markets.  In fiscal 2003,
the company

                                  Page 3 of 16

undertook  an  analysis  of its  existing  store  base and  identified  specific
characteristics  that  help  create a  successful  store.  A key  characteristic
identified  was store  location,  including  such  factors as its  proximity  to
specific retailers,  ease of access and consumer electronics purchasing power in
the trade area.  When a store's sales are not at the level the company  believes
the trade area can support and analysis indicates that the primary  contributing
factor to the  underperformance  is the  location,  the company  will attempt to
strategically  relocate  the store to a more  vibrant and  convenient  location.
Circuit  City  relocated 18  Superstores  in fiscal  2004.  In fiscal 2005,  the
company plans to open 60 to 70 Superstores, with a relatively even split between
new  stores  and   relocations.   In  February   2004,  the  company  closed  19
underperforming Superstores.

         Recognizing the continual  evolution of consumer shopping  preferences,
four years ago the  company  created  new store  designs  in-step  with  today's
consumer. Last year the company updated the new store designs. New stores have a
brighter,  more  contemporary  look and an open,  easily  navigable  floor  plan
conducive to  browsing.  The company has improved  product  adjacencies  so that
customers  can not only better  compare  features  and benefits  across  product
categories,  but also  can  shop for  related  accessories  and  peripherals  in
convenient proximity. Shopping carts, baskets and cash register checkouts at the
front of the store add to the  convenience  of the  growing  level of  take-with
products  in  the  stores.  Standardized  fixtures  accommodate  more  take-with
selections and provide greater flexibility to adapt to future changes in Circuit
City's product selection.

         At the same time, the company has focused on  opportunities  to upgrade
and improve the existing store base. In fiscal 2004, the company  refixtured 222
Superstores.  The more flexible fixtures will facilitate the introduction of new
products, as well as other assortment adjustments in store merchandise displays.

         At  April  30,  2004,  134  Superstores,  or  22  percent  of  the  602
Superstores had been fully remodeled,  relocated or newly  constructed since the
beginning of fiscal 2001.

         Merchandising.  Each  Circuit  City  store  location  follows  detailed
operating  procedures  and  merchandising  programs,  including  procedures  for
inventory  maintenance,  customer relations,  store administration,  merchandise
display,  store  security  and the  demonstration  and  sale of  products.  Most
merchandise is supplied  directly to the stores from one of Circuit City's eight
automated  distribution  centers,  which are  strategically  located  around the
country,   and  from  a  centrally  located  automated  software   entertainment
distribution  center.  Merchandise mix and displays are controlled  centrally to
help ensure a high level of consistency  among the stores.  Merchandise  pricing
can vary by market to reflect local competitive conditions.  Circuit City uses a
centralized  buying  organization.  The central  buying staff  reduces  costs by
purchasing in large volumes and structuring a sound basic merchandising program.
Circuit City's merchandising  strategy emphasizes a broad selection of products,
including the industry's  newest  technologies,  and a wide range of prices.  To
improve the company's competitive  position,  Circuit City has initiated efforts
to source more product directly from overseas  manufacturers,  which enables the
company  to  lower   product   acquisition   costs  and  to   increase   product
differentiation.  During  fiscal 2004,  Circuit City began to introduce  its own
unique  merchandise  brands,  including Liquid Video, Verge and esa, tailored to
specific needs within a broad consumer  base.  These products  supplement one of
the best selections of name-brand products in the consumer electronics industry.

         Suppliers.  During  fiscal 2004,  Circuit  City's 10 largest  suppliers
accounted for approximately 56 percent of merchandise purchased.  Circuit City's
major suppliers include Sony Corporation;  Hewlett Packard; Panasonic;  Toshiba;
Samsung  Electronics  America,  Inc.;  Hitachi America LTD; Thomson  Multimedia,
Inc.;  eMachines,  Inc.; Canon U.S.A.,  Inc.; and Apex Digital,  Inc. Brand-name
advertised  products are sold by all Circuit City retail locations.  The company
also offers exclusive,  private-label merchandise brands that are sourced by the
company  directly  from  the  manufacturers.  Circuit  City  has no  significant
long-term contracts for the purchase of merchandise.

         Advertising.  Circuit City's business relies on considerable amounts of
advertising  to  maintain  high  levels  of  consumer   awareness.   Advertising
expenditures  from  continuing  operations  were 3.3  percent  of net  sales and
operating revenues in fiscal 2004, 3.5 percent in fiscal 2003 and 3.8 percent in
fiscal 2002. Circuit City uses multi-page newspaper advertisements,  network and
cable television advertising,  magazine advertising, direct mail and interactive
media. The multi-page newspaper advertisements provide an extensive presentation
of the range of consumer  electronics  products  sold at Circuit City stores and
generally  feature  products  at  highly  competitive  prices.  Circuit  City is
generally  one of the larger  newspaper  advertisers  in markets that it serves.
Television  and  magazine  advertising  focuses  on  promoting  great  values on
products and new software  releases as well as  differentiating  elements in the
service offering such as the Web site's Express Pickup feature.

         Competition.  The consumer  electronics industry is highly competitive.
Circuit  City's  competitors  include  large  specialty,  discount and warehouse
retailers as well as local,  regional and Internet-based  retailers.  As part of
its  competitive  strategy,  Circuit  City  offers  competitive  prices  on  the
merchandise  stocked in its stores and  offered on its Web site.  Customers  who
order on the Web and pick up their product at the store using the Express Pickup
feature automatically receive the lower of the Web price or the in-store price.

         Circuit City  distinguishes its stores from those of the competition by
offering a broad and, in some cases, unique merchandise  assortment,  delivering
outstanding  customer  service  and  providing  the  convenience  of a  one-stop
shopping solution for consumers.  The company's merchandise  assortment includes
new technologies  and great values and is dynamic,  responding to changes in the
industry's product trends. To keep pace with rapidly changing technologies,  the
company's most

                                  Page 4 of 16

recent  store  designs  feature  flexible  displays to  accommodate  new product
offerings.  In addition to offering  one of the best  selections  of  name-brand
products in the industry,  Circuit City offers its own private-label merchandise
brands. Products carrying these brand names are available exclusively at Circuit
City. Product specialists,  trained using comprehensive online training courses;
convenient  credit  options;  home  delivery and home  installation;  and onsite
installation  centers for automotive  electronics all demonstrate Circuit City's
strong commitment to customer service.

         Customer Satisfaction. Circuit City conducts market research to improve
its  understanding  of what its  customers  want  and  expect.  Market  research
techniques used include focus groups, online surveys, telephone interviews, exit
interviews and "mystery shopping," in which a professional  mystery shopper acts
as a customer to evaluate  customer service  performance.  This feedback enables
management to identify  issues that need to be addressed,  helping the company's
stores and Associates remain focused on providing outstanding customer service.

         Employees/Training.  At April 30, 2004,  the company had 42,258  hourly
and salaried  employees.  In February 2003, the company  changed from a dual pay
structure, which included both commission and hourly pay, for the sales force to
a single hourly pay structure.  Circuit City  Superstores are typically  staffed
with

         o     sales  support  personnel  such as customer  service  associates,
               product specialists and stockpersons;
         o     two or more sales managers;
         o     an operations manager or assistant store director; and
         o     a store director.

None of these  employees  are  subject  to a  collective  bargaining  agreement.
Additional  personnel  may be employed  during peak selling  seasons.  In fiscal
2004,  the company  outsourced the applicant  screening  process and reduced the
time  to  hire  a  new  store  Associate  by  more  than  50  percent  and  thus
significantly decreased the time required to complete seasonal hiring.

         Store  Associates  receive  periodic  training  delivered by customized
Web-based  interactive  courses,  supported  with  in-store  mentoring.  Courses
include product  knowledge with an emphasis on new technology,  customer service
and store  operations.  Associates  also receive  online  tutoring with links to
vendor Web sites for additional resources.  In fiscal 2003, Circuit City adopted
a certification program for product specialists to establish minimum proficiency
levels and measure  each product  specialist's  product  knowledge  and customer
service  skills.  Management  training  programs are designed to prepare  future
leaders and include Web-based training, in-store activities, online tutoring and
classroom instruction.

         Consumer Credit.  The company's business is affected by consumer credit
availability,  which varies with a number of factors, including the state of the
economy  and the  location  of a  particular  store.  In  order to  provide  its
customers  with more credit  options,  in fiscal 1991,  the company  established
FNANB,  a federally  chartered  limited  purpose credit card bank that is wholly
owned by the company.

         From 1990 to June 2002, FNANB issued a private-label credit card, which
was a credit card that only could be used to purchase  merchandise  and services
from the company.  In June 2002, in  connection  with the launch of a co-branded
Visa(R) credit card,  FNANB stopped issuing new  private-label  credit accounts;
however,  existing private-label accounts remained in place. The co-branded Visa
credit  card,  referred to as the Circuit  City  Plus(TM)  card,  bears both the
Circuit City and Visa names and is accepted not only at the company's stores and
Web site,  but also worldwide  wherever Visa credit cards are accepted.  FNANB's
credit extension, customer service and collection operations are fully automated
with state-of-the-art technology to maintain a high level of customer service.

         The  receivables  generated by FNANB's credit card program are financed
through  asset  securitization  programs.  For  additional  discussion  of these
programs,  see  "Off-Balance-Sheet  Arrangements"  on page 23 and  Note 6 to the
consolidated  financial  statements  on  pages 34 and 35 of the  company's  2004
Annual Report, which is incorporated in this item by reference.

         From 1994 to June 2002,  FNANB  issued Visa  credit  cards that did not
bear the  Circuit  City name.  Those  Visa  credit  cards and a small  number of
previously  issued  MasterCard(R)  accounts were serviced by FNANB.  In November
2003,  the company  completed  the sale of its  bankcard  finance  operation  to
FleetBoston  Financial.  The  sale  agreement  includes  a  transition  services
agreement under which employees of the bankcard  operation  continued to service
the bankcard  accounts until final  conversion to  FleetBoston's  system,  which
occurred in April 2004.  Results from the company's  bankcard finance  operation
are presented as  discontinued  operations.  See  "Discontinued  Operations" for
additional discussion.

         On January 20, 2004,  the company  announced that it has agreed to sell
its private-label  finance operation,  including both its private-label  Circuit
City credit card accounts and its co-branded  Circuit City Plus Visa credit card
accounts, to Bank One Corporation for the par value of the receivables. The sale
is expected to close in the second  calendar  quarter of 2004.  The company also
has  entered  into an  ongoing  arrangement  under  which  Bank One would  offer
private-label  and co-branded  credit cards to both new and existing  customers.
Bank One will  compensate  Circuit City for each new account  opened and provide
special financing terms for Circuit City customers.

                                  Page 5 of 16

         FNANB is regulated and  supervised by the Office of the  Comptroller of
the Currency.  OCC regulations require,  among other things,  examination by the
OCC of FNANB's underwriting  policies and procedures and compliance with certain
capital and earnings adequacy  requirements.  In addition,  FNANB is required to
comply with both state and federal consumer  protection laws including the Equal
Credit  Opportunity  Act,  Fair  Credit  Reporting  Act,  Fair  Debt  Collection
Practices Act, Gramm-Leach-Bliley Act, Truth-in-Lending Act and USA PATRIOT Act.

         In connection  with the  announced  sale of the  private-label  finance
operation to Bank One, we plan to relinquish the FNANB national bank charter. As
part of the  statutory  liquidation  process,  we  will  assume  all of  FNANB's
remaining  obligations and our equity investment in FNANB will be returned to us
for  general  corporate  purposes  through  a  final  liquidating  dividend  and
distribution of the remaining assets of FNANB. As a result,  our capital support
obligations with respect to FNANB will be terminated.  We expect to complete the
liquidation process during the third quarter of fiscal 2005.

         Systems.  Circuit City's  in-store  point-of-sale  system  maintains an
online record of all transactions and allows  management to track performance by
region,  store and individual store Associate.  The information  gathered by the
system supports automatic  replenishment of in-store inventory from the regional
distribution centers and is incorporated into product buying decisions.  The POS
system is interfaced with FNANB's credit approval  system.  After  completion of
the sale of the private-label finance operation to Bank One, the POS system will
continue to be interfaced  with the credit approval system through Bank One. The
in-store POS system also is seamlessly  integrated with the company's e-commerce
Web site.  This  integration  provides the  capability  for  in-store  pickup of
merchandise  ordered  from the  Internet  and allows for  in-store  ordering  of
merchandise  for  shipment  directly  to the  customer's  home.  In the  stores,
electronic  signature capture for all credit card purchases,  automatic printing
of  manufacturers'  rebates,  bar-code scanning for product returns and repairs,
automatic  price tag printing for price changes and  computerized  home delivery
scheduling enhance Circuit City's customer service. These enhancements eliminate
time-consuming  administrative  tasks  for store  Associates  and  reduce  costs
through smoother store-level execution.  At in-store kiosks, the POS system also
allows customers to sign up for high speed Internet service. The POS system also
is directly  integrated with the registration  systems of major Internet service
providers,  such as  America  Online,  allowing  in-store  registration  for the
interactive services to be completed in approximately five minutes. In addition,
real time service plan  activations  with Verizon and T-Mobile,  in  conjunction
with  mobile/wireless  phone sales,  have  streamlined the full service customer
experience.

         Circuit City's Customer Service  Information System maintains an online
history of customer  purchases  and enables  store  Associates  to better assist
customers  with  purchases by ensuring that new products can be integrated  with
existing products in the home. This system also facilitates  product returns and
repairs.

         The company also utilizes comprehensive,  Web-based training systems to
enhance the product knowledge of in-store Associates.

         Circuit  City  Direct.  Circuit  City's   direct-to-consumer   business
continues  to grow  rapidly  by  leveraging  the  company's  three  channels  of
business:  Web, stores and telephone.  The company's Web site provides customers
with

         o a  wide   selection  of  over   400,000   consumer   electronic   and
           entertainment products;

         o more than 125,000 customer ratings and reviews on products;

         o in-depth product and technology information; and

         o around-the-clock customer service via telephone, live chat and email.

Circuit  City  Direct  has a highly  integrated  multi-channel  business  model,
allowing customers to shop freely across its channels.

         o Orders can be placed on circuitcity.com or by calling 1-800-THE-CITY.

         o Delivery  options  include  home  shipment,   store  pick-up  at  all
           Superstores, or home delivery for big screen televisions.

         o The Web site can be used to check inventory status on-line as well as
           at any Circuit City Superstore - a time-saver for customers.

         o Products  purchased  on the Web site can be exchanged or returned via
           mail or to any store.

         Circuitcity.com's  superior customer  experience has been recognized by
being one of only seven  retailers to win the  BizRate.com  Circle of Excellence
Award for three consecutive years.

         In April 2004, Circuit City Direct expanded its online presence through
the acquisition of the assets of MusicNow, a leading digital music platform.
Circuit City will integrate MusicNow's platform into circuitcity.com as well as
its stores. Additionally, MusicNow will retain its own brand and will continue
to execute on its strategy of empowering third parties to launch digital music
services, including music download and subscription services.

                                  Page 6 of 16

         Distribution.  As of  April  30,  2004,  Circuit  City  operated  seven
automated  regional  electronics  distribution  centers,  each designed to serve
stores within a 500-mile  range.  These  centers use conveyor  systems and laser
bar-code  scanners to reduce labor  requirements,  prevent  inventory damage and
maintain  inventory  control.  Circuit City also operates one smaller  automated
distribution  center that primarily  handles larger  non-conveyable  electronics
products.  Circuit  City  believes  that  for  most  merchandise  the use of the
distribution  centers enables it to efficiently  distribute a broad selection of
merchandise to its stores,  reduce inventory  requirements at individual stores,
benefit from volume  purchasing and maintain  accounting  control.  Circuit City
also  operates an  automated  centralized  entertainment  software  distribution
center that serves all stores and an import  consolidation  center that supports
the company's distribution network.

         Service  Contracts.  Circuit City offers service contract  coverage for
most of the products  purchased at Circuit City stores and on the  company's Web
site through its Cityadvantage  Protection  Plans. The Cityadvantage  Protection
Plan  for Home and Car  Electronics  provides  protection  for  televisions  and
certain  other  home and car  audio  and  video  products  beyond  the  standard
manufacturer's  warranty, with benefits that include

      o coverage terms up to five years;

      o a nationwide  service  network;

      o repair or  replacement  service,including  in-home  service  on  certain
        products; and

      o coverage  against  power  surges,   which  is  typically  excluded  from
        manufacturers' warranty coverage.

         The  Cityadvantage  Protection  Plan  for  Computer  Products  provides
protection  for  certain  computer  products,   with  benefits  similar  to  the
Cityadvantage  Protection Plan for Home and Car Electronics.  The  Cityadvantage
Protection Plan for Small/Portable  Electronics  provides protection for certain
smaller electronics products, with the additional benefit that permits customers
to return  their  defective  merchandise  during the plan  period and  receive a
Circuit City gift card for the original purchase price of the merchandise.

         Circuit City  administers the  Cityadvantage  Protection Plans for Home
and Car Electronics and for Small/Portable  Electronics.  Service is provided by
Circuit City or its contractors. Service under the Cityadvantage Protection Plan
for  Computer  Products is  provided  and  administered  by  GE-Zurich  Warranty
Management,  Inc. or its contractors.  Reputable  insurance companies insure the
obligations  under these plans.  Affiliates of the  insurance  companies are the
obligors  except in the one state in which  Circuit City is required to serve as
obligor.

         Product   Service.   Circuit   City   offers   repair   service   as  a
manufacturer-authorized  service provider for most of the products  purchased at
Circuit  City stores and on the  company's  Web site,  both during and after the
manufacturer's  warranty  period.  As of April 30,  2004,  Circuit City had five
regional service facilities.  To meet customer needs,  merchandise that requires
service is shipped  from the stores to the nearest  regional  service  facility.
Repaired  merchandise is typically  returned to the store for customer pickup or
in some  circumstances is shipped directly to the customer's home.  Circuit City
also  has  a  network  of  in-home  technicians  who  service  large  items  not
conveniently  carried into the store. In certain  situations,  Circuit City also
may  assist  customers  with  shipping   defective   products  directly  to  the
manufacturer for repair during the manufacturer's warranty period.

         Seasonality.  Like many retail  businesses,  Circuit  City's  sales are
greater in the fourth  quarter of the fiscal  year than in other  periods of the
fiscal year  because of holiday  buying  patterns.  A  corresponding  pre-season
inventory build-up during the third fiscal quarter is associated with this sales
volume.  This increased  sales volume results in a lower ratio of fixed costs to
sales and,  typically,  a higher  ratio of net  earnings  to sales in the fourth
fiscal quarter.  Circuit City's net sales and operating revenues from continuing
operations for the fourth fiscal  quarter,  which  includes the holiday  season,
were $3.25  billion in fiscal  2004;  $3.19  billion in fiscal  2003;  and $3.36
billion in fiscal  2002.  Fourth  quarter  sales  represented  approximately  33
percent of net sales and operating revenues in fiscal 2004, 32 percent in fiscal
2003 and 35 percent in fiscal 2002.

         Discontinued Operations.

         (A) Bankcard Operation: On November 18, 2003, the company completed the
sale of its  bankcard  finance  operation  to  FleetBoston  Financial.  The sale
agreement  includes a transition  services  agreement  under which the company's
finance  operation  continued  to service  the  bankcard  accounts  until  final
conversion,  which occurred in April 2004.  FleetBoston Financial reimbursed the
company for operating costs incurred during the transition period.

         For fiscal 2004,  the  after-tax  loss from the  discontinued  bankcard
operation  totaled $90.0 million.  Net earnings from the  discontinued  bankcard
operation were $25.6 million in fiscal 2003 and $42.9 million in fiscal 2002.

         (B) CarMax: On October 1, 2002, the CarMax auto superstore business was
separated from the Circuit City consumer electronics business,  and 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 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

                                  Page 7 of 16

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.  CarMax
results  are   presented  as  results  from   discontinued   operations  on  the
consolidated statements of 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.  The  discontinued  CarMax
operations had no impact on the net earnings of the company for fiscal 2004. Net
earnings from the discontinued  CarMax  operations were $62.0 million for fiscal
2003,  representing  CarMax results for the seven months prior to the separation
date. Net earnings from the discontinued CarMax operations were $89.5 million in
fiscal  2002.  CarMax  results  have been  restated to reflect  the  adoption of
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation,"  as  amended  by  SFAS  No.  148,   "Accounting  for  Stock-Based
Compensation - Transition and Disclosure."

         (C) Divx: On June 16, 1999,  Digital Video  Express  announced  that it
would cease marketing the Divx home video system and discontinue operations. The
provision for commitments under licensing agreements was reduced $2.3 million in
fiscal 2004,  reducing accrued expenses and other current liabilities related to
the former Divx operations to $5.6 million on the consolidated  balance sheet at
February  29,  2004.  This  reduction  benefited  the fiscal  2004 net loss from
discontinued  operations  by $1.5  million.  Payments of $10.5 million were made
during fiscal 2003,  reducing  accrued  expenses and other  current  liabilities
related to the  former  Divx  operations  to $8.0  million  on the  consolidated
balance sheet at February 28, 2003.  The  discontinued  Divx  operations  had no
impact on the net earnings of the company for fiscal 2003 and fiscal 2002. As of
February 29, 2004, entities comprising the discontinued Divx operations had been
dissolved.  The remaining Divx  liabilities have been assumed by the company and
are included on the consolidated balance sheet.

                                  Page 8 of 16

Item 2.  Properties

         At April 30, 2004,  Circuit City's retail  operations were conducted in
607 locations, including 602 Superstores and five mall-based stores.

         The following table  summarizes the company's  retail units as of April
30, 2004:

                                          Mall-based
                              Superstores  Stores         Total
                              ----------- ----------      -----
Alabama                            7          -            7
Arizona                           11          -           11
Arkansas                           3          -            3
California                        83          -           83
Colorado                          12          -           12
Connecticut                        7          -            7
Delaware                           2          -            2
Florida                           43          -           43
Georgia                           21          1           22
Hawaii                             1          -            1
Idaho                              2          -            2
Illinois                          34          -           34
Indiana                           13          -           13
Kansas                             4          -            4
Kentucky                           7          -            7
Louisiana                          9          -            9
Maine                              2          -            2
Maryland                          17          -           17
Massachusetts                     16          1           17
Michigan                          24          -           24
Minnesota                          8          1            9
Mississippi                        4          -            4
Missouri                          11          -           11
Nebraska                           1          -            1
Nevada                             5          -            5
New Hampshire                      5          -            5
New Jersey                        17          -           17
New Mexico                         1          -            1
New York                          30          -           30
North Carolina                    18          1           19
Ohio                              25          -           25
Oklahoma                           4          -            4
Oregon                             7          -            7
Pennsylvania                      26          -           26
Rhode Island                       1          -            1
South Carolina                     8          -            8
Tennessee                         13          -           13
Texas                             46          -           46
Utah                               5          -            5
Vermont                            1          -            1
Virginia                          24          1           25
Washington                        11          -           11
West Virginia                      4          -            4
Wisconsin                          8          -            8
Wyoming                            1          -            1
                                ----------------------------

                                 602          5          607
                                 ===========================


         Of the stores open at April 30, 2004,  the company owns five stores and
leases the remaining stores.

                                  Page 9 of 16

         Of the  company's  nine  distribution  centers,  seven are leased.  The
company owns a 388,000-square-foot  consumer electronics  distribution center in
Doswell, Va., which has been financed with Industrial Development Revenue Bonds.
For  information  with  respect to these bonds,  see Note 9 to the  consolidated
financial  statements  on pages 35 and 36 of the company's  2004 Annual  Report,
which is incorporated  in this item by reference.  The company leases the import
consolidation center that supports the company's distribution network.

         The company owns one of its five  service  centers.  In  addition,  the
company owns most of the land,  but leases two of the three  buildings,  for its
corporate headquarters.  The company leases space for all warehouse, service and
office facilities except for the aforementioned properties.

         For information  regarding the company's  obligations  under the leases
for its retail units, distribution centers, repair centers and other facilities,
see Note 11 to the consolidated financial statements on page 37 of the company's
2004 Annual Report, which is incorporated herein by reference.

Item 3.  Legal Proceedings

         In the normal  course of  business,  the company is involved in various
legal  proceedings.  Based  upon the  company's  evaluation  of the  information
presently  available,  management  believes that the ultimate  resolution of any
such  proceedings  will not have a  material  adverse  effect  on the  company's
financial position, liquidity or results of operations.

Item 4.  Submission of Matters to a Vote of Security Holders

         No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year ended February 29, 2004.

         Executive Officers of the Company

         The following table identifies the executive officers of the company at
April 30, 2004. The company is not aware of any family relationship  between any
executive  officers of the company or any executive  officer and any director of
the company. The executive officers are generally elected annually and serve for
one year or until their  successors  are elected.  The next general  election of
officers  is expected to occur in June 2004.  Business  experience  for the past
five years is provided in accordance with SEC rules.




              Name                       Age              Office
              ----                       ---              ------

        W.Alan McCollough                 54          Chairman, President and
                                                      Chief Executive Officer
                                                      Executive

        John W. Froman                    50          Executive Vice President
                                                      Chief Operating Officer

        Michael E. Foss                   46          Senior Vice President
                                                      Chief Financial Officer

        Ronald E. Baime                   42          Senior Vice President
                                                      General Merchandise Manager

        Dennis J. Bowman                  50          Senior Vice President
                                                      Strategic Sourcing and Inventory
                                                      Planning/Replenishment

        W.Stephen Cannon                  52          Senior Vice President
                                                      General Counsel and Secretary

        George D. Clark, Jr.              42          Senior Vice President
                                                      Eastern Division President

        William C. Denney                 47          Senior Vice President
                                                      General Merchandise Manager

        Fiona P. Dias                     38          Senior Vice President
                                                      President Circuit City Direct

        Philip J. Dunn                    51          Senior Vice President,
                                                      Treasurer and Controller

                                 Page 10 of 16

        Gary M. Mierenfeld                52          Senior Vice President
                                                      Store Development, Procurement,
                                                      Distribution and Service

        Douglas T. Moore                  47          Senior Vice President
                                                      Western Division President

        Ernest V. Speranza                58          Senior Vice President
                                                      Chief Marketing Officer

        Jeffrey S. Wells                  58          Senior Vice President
                                                      Human Resources and Training


         Mr.  McCollough  is  Chairman  of the Board and a member of the Board's
executive  committee.  He joined  the  company  in 1987 as  general  manager  of
corporate  operations.  He was elected  assistant vice  president in 1989,  vice
president  and Central  Division  president  in 1991,  senior  vice  president -
merchandising  in 1994,  president and chief  operating  officer in 1997,  chief
executive officer in 2000 and chairman of the board in 2002.

         Mr.  Froman  joined the company in 1986 as a store  manager and general
manager in  training.  In 1989,  he was  promoted  to general  manager and named
assistant vice president. He was promoted to director of corporate operations in
1990 and in 1992  added  the title of vice  president.  He was  elected  Central
Division  president in 1994, named senior vice president - merchandising in 1997
and was  promoted  to  executive  vice  president  in 2000.  He was named  chief
operating officer in 2001.

         Mr. Foss joined the company in June 2003 as senior vice  president  and
chief  financial  officer.  Before  joining the company,  he was executive  vice
president of corporate/business development for TeleTech Holdings Inc., a global
provider of customer  management  solutions  for large  companies,  from 2001 to
2003;  president of TeleTech  Companies Group, an operating division of TeleTech
Holdings,  Inc.,  from 2000 to 2001;  and  executive  vice  president  and chief
financial officer of TeleTech Holdings and president of TeleTech Companies Group
from 1999 to 2000.

         Mr.  Baime  joined  the  company  in 2002 as vice  president  - general
merchandise  manger.  He was named senior vice president in 2003. Before joining
the company, he was vice president of music for the Musicland Group at Best Buy,
a   specialty   retailer  of  consumer   electronics,   home  office   products,
entertainment  software  and  appliances,  from  2001 to 2002  and  senior  vice
president of e-commerce and vice president  merchandising  for Kohl's Department
Stores,  which operates  specialty  department stores  nationwide,  from 1997 to
2001.

         Mr.  Bowman  joined  the  company in 1996 as vice  president  and chief
information  officer. He was elected senior vice president and chief information
officer in 1997.  He served as chief  information  officer from 1996 to 2004. He
was  named   senior  vice   president  -  strategic   sourcing   and   inventory
planning/replenishment in 2004.

         Mr.  Cannon  joined the  company in 1994 as senior vice  president  and
general counsel and was named secretary in February 2003.

         Mr. Clark joined the company in 1983.  He was promoted to store manager
in 1987 and district  manager in 1992. He was named  assistant vice president in
1995, vice president and Central  Division  president in 1997,  Eastern Division
president in 2002 and senior vice president in 2003.

         Mr. Denney joined the company in 1979. He was named corporate  director
of advertising  and marketing in 1994,  assistant  vice president in 1995,  vice
president - general  merchandise  manager in 2002 and senior vice  president  in
2003.

         Ms.  Dias  joined  the  company  in 2000 as  senior  vice  president  -
marketing.  She was named  president  of  Circuit  City  Direct in 2003.  Before
joining the company, she was chief marketing officer at Stick Networks,  Inc., a
wireless  software  company,  during 2000 and vice  president  -  marketing  and
development for the Frito-Lay Company,  an operating  division of PepsiCo,  Inc.
engaged in the snack food industry, from 1999 to 2000.

         Mr. Dunn joined the company in 1984.  He was named  treasurer  in 1990,
was  promoted to vice  president  in 1992 and added the title of  controller  in
1996. In 1999, he was elected senior vice president.

         Mr.  Mierenfeld  joined  the  company  in  1993  as  vice  president  -
distribution.  He was elected senior vice president in 1999. He was named senior
vice  president - store  development  procurement,  distribution  and service in
2003.

         Mr.  Moore  joined the  company in 1990.  He was named a regional  vice
president in 1995;  director of corporate  operations  in 1997;  assistant  vice
president - general manager, builder appliance sales division in 1998; assistant
vice  president - senior  national  buyer in 1999;  assistant  vice  president -
divisional  merchandising  manager - imaging in 2000; assistant vice president -
director of  merchandising  operations in 2002;  Western  Division  president in
2003; and senior vice president in 2003.

                                  Page 11 of 16

         Mr.  Speranza joined the company in April 2004 as senior vice president
and chief  marketing  officer.  Before  joining the company,  he was senior vice
president - marketing  and  advertising,  international  at Toys "R" Us, Inc., a
worldwide retailer of toys, baby products,  and children's apparel, from 1999 to
2003.

         Mr. Wells  joined the company in 1996 as senior vice  president - human
resources and training.


                                     PART II


Item 5.  Market for the Company's Common Equity and Related Shareholder Matters

         The  information  appearing under the heading "Common Stock" on page 25
of the company's 2004 Annual Report is incorporated in this item by reference.

         As of April 30, 2004, there were 5,819 shareholders of record of common
stock.

Item 6.  Selected Financial Data

         The information  appearing under the heading "Selected  Financial Data"
on page 12 of the company's 2004 Annual Report is  incorporated  in this item by
reference.

Item 7.  Management's  Discussion  and  Analysis  of Results of  Operations  and
         Financial Condition

         The information  appearing under the heading  "Management's  Discussion
and  Analysis of Results of  Operations  and  Financial  Condition"  on pages 13
through 25 of the company's 2004 Annual Report is  incorporated  in this item by
reference.

Item 7A.Quantitative and Qualitative Disclosures about Market Risk

         The information  appearing under the sub-heading "Market Risk" on pages
23 and 24 of the company's  2004 Annual Report is  incorporated  in this item by
reference.

Item 8.  Financial Statements and Supplementary Data

         The information appearing under the headings  "Consolidated  Statements
of Operations,"  "Consolidated Balance Sheets," "Consolidated Statements of Cash
Flows,"   "Consolidated   Statements  of   Stockholders'   Equity,"   "Notes  to
Consolidated  Financial Statements" and "Independent  Auditors' Report" on pages
26 through 43 of the company's 2004 Annual Report is  incorporated  in this item
by reference.

         The information  appearing under the heading "Quarterly  Financial Data
(Unaudited)"  on page 43 of the company's 2004 Annual Report is  incorporated in
this item by reference.

Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure

         None.

Item 9A.Controls and Procedures

         Under  the  supervision  and with the  participation  of the  company's
management,  including the chief executive officer and chief financial  officer,
the company has  evaluated the  effectiveness  of its  "disclosure  controls and
procedures,"  as  that  term is  defined  in Rule  13a-15(e)  of the  Securities
Exchange Act of 1934,  as amended,  as of the end of the period  covered by this
Annual Report on Form 10-K.  Based upon their  evaluation,  the chief  executive
officer and chief  financial  officer  concluded  that the company's  disclosure
controls and procedures  are  effective.  There were no changes in the company's
internal  control over  financial  reporting in the quarter  ended  February 29,
2004,  that have  materially  affected,  or are reasonably  likely to materially
affect, the company's internal control over financial reporting.

                                    PART III


         With the exception of the  information  incorporated  by reference from
the  company's  Proxy  Statement  in Items 10, 11, 12 and 14 of Part III of this
Annual Report on Form 10-K, the company's  Proxy Statement dated May 7, 2004, is
not to be deemed filed as a part of this Report.

Item 10. Directors and Executive Officers of the Company

         The  information  appearing  under the heading  "Item One - Election of
Directors" on pages 3 through 5 of the company's  Proxy  Statement  dated May 7,
2004, is incorporated in this item by reference.

                                 Page 12 of 16

         The  information  appearing  under  the  heading  "Certain  Information
Concerning  the Board of Directors and Its  Committees" on pages 8 through 10 of
the company's Proxy Statement dated May 7, 2004, is incorporated in this item by
reference.

         The information  appearing under the heading  "Section 16(a) Beneficial
Ownership  Reporting  Compliance"  on page 19 of the company's  Proxy  Statement
dated May 7, 2004, is incorporated in this item by reference.

         The  company's  code of business  conduct is available on the company's
investor information homepage at http://investor.circuitcity.com.

Item 11. Executive Compensation

         The information appearing under the heading "Executive Compensation" on
pages 12 through  14 of the  company's  Proxy  Statement  dated May 7, 2004,  is
incorporated in this item by reference.

         The information appearing under the heading "Employment  Agreements and
Change-In-Control  Arrangements"  on  pages  15 and 16 of  the  company's  Proxy
Statement dated May 7, 2004, is incorporated in this item by reference.

         The information appearing under the heading "Compensation of Directors"
on page 19 of the company's  Proxy  Statement dated May 7, 2004, is incorporated
in this item by reference.

Item 12. Security  Ownership of Certain  Beneficial  Owners and  Management  and
         Related Stockholder Matters

         The information  appearing under the heading  "Beneficial  Ownership of
Securities" on pages 6 and 7 of the company's Proxy Statement dated May 7, 2004,
is incorporated in this item by reference.

         The information  appearing under the heading "Equity Compensation Plans
Information"  on page 14 of the company's  Proxy Statement dated May 7, 2004, is
incorporated in this item by reference.

Item 13. Certain Relationships and Related Transactions

         None.

Item 14. Principal Accountant Fees and Services

         The  information  appearing under the heading "Item Four - Ratification
of  Appointment  of  Independent  Auditors"  on page 26 of the  company's  Proxy
Statement dated May 7, 2004, is incorporated in this item by reference.

                                 Page 13 of 16

                                     Part IV


Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K





      (a) 1.   Financial  Statements.  The following  financial  statements  are
               incorporated by reference into this report.

               Consolidated  Statements of Operations for the fiscal years ended
               February 29, 2004 and February 28, 2003 and 2002.

               Consolidated Balance Sheets at February 29, 2004 and February 28,
               2003.

               Consolidated  Statements of Cash Flows for the fiscal years ended
               February 29, 2004 and February 28, 2003 and 2002.

               Consolidated  Statements of  Stockholder's  Equity for the fiscal
               years ended February 29, 2004 and February 28, 2003 and 2002.

               Notes to Consolidated Financial Statements.

               Independent Auditors' Report.

          2.   Financial Statement Schedules.  The following financial statement
               schedules of Circuit City Stores, Inc. for the fiscal years ended
               February 29, 2004 and  February  28, 2003 and 2002,  are filed as
               part of this  report and should be read in  conjunction  with the
               consolidated  financial  statements of Circuit City Stores,  Inc.
               and the notes thereto, described in Item 15(a)(1).

               Schedule II Valuation and Qualifying Accounts and Reserves                                            S-1

               Independent Auditors' Report on Financial Statement Schedule                                          S-2

               Schedules not listed above have been omitted because they are not
               applicable or are not required or the information  required to be
               set forth  therein  is  included  in the  consolidated  financial
               statements or notes thereto.

          3.   Exhibits.  The  exhibits  listed  on the  accompanying  Index  to
               Exhibits immediately  following the financial statement schedules
               are filed as part of, or are incorporated by reference into, this
               report.

      (b) Reports on Form 8-K.

          The  company  filed a Form 8-K on  December  2, 2003,  announcing  the
          completion of the sale of its bankcard business.

          The Forms 8-K listed below were furnished to the SEC during the period
          covered by this  report  pursuant to Item 12 of Form 8-K and shall not
          be deemed "filed" for purposes of the Securities Exchange Act of 1934,
          as amended, or incorporated by reference into any document filed under
          the Securities  Act of 1933, as amended,  except as shall be expressly
          set forth by specific reference in such filing.

          The company  furnished a Form 8-K on December 4, 2003,  announcing the
          company's third quarter fiscal year 2004 sales.

          The company furnished a Form 8-K on December 17, 2003,  announcing the
          company's third quarter fiscal year 2004 results.

          The company  furnished a Form 8-K on January 7, 2004,  announcing  the
          company's  December  2003  sales and fiscal  year 2005  store  opening
          plans.


                                 Page 14 of 16


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                              CIRCUIT CITY STORES, INC.
                              (Registrant)



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


                         By:  /s/Michael E. Foss
                              ---------------------------
                             Michael E. Foss
                             Senior Vice President and
                             Chief Financial Officer


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



May 10, 2004

                                 Page 15 of 16



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following  persons on behalf of the Registrant and in the
capacities and on the dates indicated:



       Signature                               Title                                         Date
       ---------                               -----                                         ----
Ronald M. Brill*                            Director                                     May 10, 2004
--------------------------
Ronald M. Brill

Carolyn H. Byrd*                            Director                                     May 10, 2004
--------------------------
Carolyn H. Byrd

Richard N. Cooper*                          Director                                     May 10, 2004
--------------------------
Richard N. Cooper

Barbara S. Feigin*                          Director                                     May 10, 2004
--------------------------
Barbara S. Feigin

E.V. Goings *                               Director                                     May 10, 2004
--------------------------
E.V. Goings

James F. Hardymon*                          Director                                     May 10, 2004
--------------------------
James F. Hardymon

Alan Kane*                                  Director                                     May 10, 2004
--------------------------
Alan Kane

Allen B. King*                              Director                                     May 10, 2004
--------------------------
Allen B. King

/s/W. Alan McCollough                       Director                                     May 10, 2004
--------------------------
W. Alan McCollough

Mikael Salovaara*                           Director                                     May 10, 2004
--------------------------
Mikael Salovaara

Carolyn Y. Woo*                             Director                                     May 10, 2004
--------------------------
Carolyn Y. Woo

*By: /s/W. Alan McCollough
W. Alan McCollough,
Attorney-In-Fact

                                 Page 16 of 16






                                                                             S-1
                                   Schedule II

                   CIRCUIT CITY STORES, INC. AND SUBSIDIARIES

                 Valuation and Qualifying Accounts and Reserves
                             (Amounts in thousands)




                                       Balance at           Charged           Charge-offs          Balance at
                                        Beginning             to                 less               End of
       Description                      of Year             Income            Recoveries             Year
       -----------                     ----------           -------           ----------           ----------

Year ended February 28, 2002:
Allowance for doubtful accounts         $  2,068            $ 3,485            $ (4,893)          $     660
                                        ========            =======            ========           =========

Year ended February 28, 2003:
Allowance for doubtful accounts         $    660            $ 4,790           $ ( 4,375)          $   1,075
                                        ========            =======           =========           =========

Year ended February 29, 2004:
Allowance for doubtful accounts         $  1,075            $ 3,049           $  (3,577)          $     547
                                        ========            =======           =========           =========


                                      S-1

                                                                            S-2

          Independent Auditors' Report on Financial Statement Schedule


The Board of Directors
Circuit City Stores, Inc.:


Under date of March 30, 2004, we reported on the consolidated  balance sheets of
Circuit City Stores, Inc. and subsidiaries (the Company) as of February 29, 2004
and February 28, 2003,  and the related  consolidated  statements of operations,
stockholders'  equity  and  cash  flows  for  each of the  fiscal  years  in the
three-year  period ended February 29, 2004, as incorporated by reference herein.
In  connection  with our  audits of the  aforementioned  consolidated  financial
statements, we also have audited the related Circuit City Stores, Inc. financial
statement  schedule as listed in Item 15(a)2 of this Form 10-K.  This  financial
statement  schedule  is the  responsibility  of the  Company's  management.  Our
responsibility  is to express an opinion on this  financial  statement  schedule
based on our audits.

In our opinion,  such financial statement schedule,  when considered in relation
to the  basic  consolidated  financial  statements  taken as a  whole,  presents
fairly, in all material respects, the information set forth therein.



/s/KPMG LLP



Richmond, Virginia
March 30, 2004



                                    Page S-2



                            Circuit City Stores, Inc.
                           Annual Report on Form 10-K


                                  EXHIBIT INDEX


(3)      Articles of Incorporation and Bylaws


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


                  (b)      Bylaws of the Company,  as amended and restated  June
                           17, 2003,  filed as Exhibit  3(iii) to the  company's
                           Quarterly  Report on Form 10-Q for the quarter  ended
                           May  31,  2003  (File  No.  1-5767),   are  expressly
                           incorporated herein by this reference.


 (4)     Instruments Defining the Rights of Security Holders, Including
         Indentures


                  (a)      Third Amended and Restated Rights  Agreement dated as
                           of October 1, 2002,  between  the  company  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.


(10)     Material Contracts


                  (a)      The  company's  2000  Non-Employee   Directors  Stock
                           Incentive Plan,  filed as Appendix A to the company's
                           Definitive  Proxy  Statement  dated May 10, 2000, for
                           the Annual Meeting of  Shareholders  held on June 13,
                           2000 (File No.  1-5767),  is  expressly  incorporated
                           herein by this reference. *

                  (b)      Amendments  effective June 15, 2001, to the company's
                           2000  Non-Employee  Directors  Stock  Incentive Plan,
                           filed as Exhibit 10 to the company's Quarterly Report
                           on Form 10-Q for the quarter ended May 31, 2001 (File
                           No.  1-5767),  are expressly  incorporated  herein by
                           this reference. *


                  (c)      The company's  Amended and Restated 1989 Non-Employee
                           Directors  Stock Option  Plan,  filed as Exhibit A to
                           the company's Definitive Proxy Statement dated May 9,
                           1997, for the Annual Meeting of Shareholders  held on
                           June  17,  1997  (File  No.  1-5767),   is  expressly
                           incorporated herein by this reference. *


                  (d)      Amendments  adopted June 17, 1997,  to the  company's
                           Amended  and  Restated  1989  Non-Employee  Directors
                           Stock  Option  Plan  filed as  Exhibit  10(ii) to the
                           company's  Quarterly  Report  on  Form  10-Q  for the
                           quarter  ended May 31,  1997 (File No.  1-5767),  are
                           expressly incorporated herein by this reference. *


                  (e)      The company's 1994 Stock  Incentive  Plan, as amended
                           as of  January  24,  1997,  filed as Annex III to the
                           company's  Definitive  Proxy Statement dated December
                           24, 1996, for a Special Meeting of Shareholders  held
                           on January 24, 1997 (File No.  1-5767),  is expressly
                           incorporated herein by this reference. *


                  (f)      Amendments  effective June 13, 2000, to the company's
                           1994  Stock  Incentive  Plan  as  amended,  filed  as
                           Exhibit 10 to the company's  Quarterly Report on form
                           10-Q for the  quarter  ended May 31,  2000  (File No.
                           1-5767),  are expressly  incorporated  herein by this
                           reference. *


                  (g)      Amendment  effective  June 15, 1999, to the company's
                           1994  Stock  Incentive  Plan,  as  amended,  filed as
                           Exhibit 10 to the company's  Quarterly Report on Form
                           10-Q for the  quarter  ended May 31,  1999  (File No.
                           1-5767),  is  expressly  incorporated  herein by this
                           reference. *

                                   Page EI-1



                  (h)      Employment  agreement between the company and W. Alan
                           McCollough  effective  November  19,  2003,  filed as
                           Exhibit  10.2 to the  company's  Quarterly  Report on
                           Form 10-Q for the  quarter  ended  November  30, 2003
                           (File No. 1-5767),  is expressly  incorporated herein
                           by this reference. *


                  (i)      Form of employment  agreement between the company and
                           certain executive  officers  effective June 30, 2003,
                           filed  as  Exhibit  10.2 to the  company's  Quarterly
                           Report on Form 10-Q for the quarter  ended August 31,
                           2003 (File No.  1-5767),  is  expressly  incorporated
                           herein by this reference. *

                  (j)      Employment agreement between the company and Fiona P.
                           Dias effective December 4, 2003, filed herewith. *

                  (k)      The  company's  2003 Annual  Performance-Based  Bonus
                           Plan, filed as Appendix C to the company's Definitive
                           Proxy  Statement  dated  May 9,  2003,  for an Annual
                           Meeting of  Shareholders  held on June 17, 2003 (File
                           No. 1-5767), is expressly incorporated herein by this
                           reference. *

                  (l)      The   company's   Non-Employee   Directors   Deferred
                           Compensation   Plan,  filed  as  Exhibit  10  to  the
                           company's  Quarterly  Report  on  Form  10-Q  for the
                           quarter ended August 31, 2000 (File No.  1-5767),  is
                           expressly incorporated herein by this reference. *

                  (m)      Program  for   deferral   of  director   compensation
                           implemented  October  1995 filed as Exhibit  10(i) to
                           the company's  Quarterly  Report on Form 10-Q for the
                           quarter ended November 30, 1995 (File No. 1-5767), is
                           expressly incorporated herein by this reference. *

                  (n)      Benefit  Restoration  Plan,  effective  February  28,
                           1999,  filed as Exhibit 10(m) to the company's Annual
                           Report  on  Form  10-K  for  the  fiscal  year  ended
                           February  28,  1999  (File   1-5767),   is  expressly
                           incorporated herein by this reference. *

                  (o)      The 1984  Circuit City Stores,  Inc.  Employee  Stock
                           Purchase  Plan  as  Amended  and  Restated  Effective
                           October  1,  2002,  filed  as  Exhibit  10(q)  to the
                           company's  Annual  Report on Form 10-K for the fiscal
                           year ended  February 28, 2003 (File No.  1-5767),  is
                           expressly incorporated herein by this reference. *

                  (p)      The company's  2003 Stock  Incentive  Plan,  filed as
                           Appendix  B  to  the   company's   Definitive   Proxy
                           Statement dated May 9, 2003, for an Annual Meeting of
                           Shareholders held on June 17, 2003 (File No. 1-5767),
                           is expressly incorporated herein by this reference. *

                  (q)      Credit Agreement dated as of June 27, 2003, among the
                           company,  the Lenders party  thereto,  Fleet National
                           Bank,  Fleet Retail  Finance  Inc.,  Bank of America,
                           N.A.,   Congress   Financial   Corporation,   General
                           Electric Capital Corporation,  Bank One, NA, JPMorgan
                           Chase Bank, National City Commercial  Finance,  Inc.,
                           The CIT Group/Business  Credit,  Inc. and Wells Fargo
                           Foothill, LLC, filed as Exhibit 10.1 to the company's
                           Quarterly  Report on Form 10-Q for the quarter  ended
                           August  31,  2003  (File No.  1-5767),  is  expressly
                           incorporated herein by this reference.

                  (r)      The Consumer  Credit Card Program  Agreement dated as
                           of January 16,  2004,  between  Circuit  City Stores,
                           Inc. and Bank One, Delaware, N.A., filed herewith.


(13)  Annual Report

      Pages 12 through 43 of the  company's  Annual  Report for the fiscal  year
      ended February 29, 2004.

(21)  Subsidiaries of the Company


(23)  Consent of Independent Auditors


(24)  Powers of Attorney


                                   Page EI-2



(31)  Rule 13a-14(a)/15d-14(a) Certifications

      (i)Certification  of CEO under Rule 13a-14(a) of the  Securities  Exchange
         Act of 1934

     (ii)Certification of CFO under Rule 13a-14(a) of the Securities Exhange Act
         of 1934

(32)  Section 1350 Certifications

      (i)Certification  of CEO under  Section 906 of the  Sarbanes-Oxley  Act of
         2002

     (ii)Certification  of CFO under  Section 906 of the  Sarbanes-Oxley  Act of
         2002


*Indicates  management  contracts,  compensatory  plans or  arrangements  of the
company required to be filed as an exhibit.

                                   Page EI-3