UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K

                                 Current Report
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): October 19, 2004
                                                         ----------------



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


                                    Virginia
                         (State or other jurisdiction of
                                 incorporation)

    001-05767                                                   54-0493875
    ---------                                                   ----------
   (Commission                                               (I.R.S. Employer
    File No.)                                               Identification No.)


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


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

                                       N/A
          (Former name or former address, if changed since last report)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:
 
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))




                SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
 
Item 1.01. Entry into a Material Definitive Agreement.

     On October 19, 2004,  the Board of  Directors of Circuit City Stores,  Inc.
(the  "Company")  approved the  amendment  and  restatement  of the Circuit City
Stores,  Inc.  Benefit  Restoration  Plan  (the  "Benefit   Restoration  Plan"),
effective as of February 28, 1999, the original effective date of the plan.
         
     The Company maintains the Benefit Restoration Plan to provide  compensation
competitiveness  and to create a retirement  program that restores  benefits for
the Company's more senior  executives who are affected by Internal  Revenue Code
limits on benefits provided to them under the Company's Retirement Plan. Subject
to an  annual  limit,  the  Benefit  Restoration  Plan and the  Retirement  Plan
together  provide  benefits to employees  affected by the Internal  Revenue Code
limits at approximately the same percentage of average compensation as for other
employees.

     A copy of the  Benefit  Restoration  Plan is filed as Exhibit  10.1 to this
report and is incorporated herein by reference.


                  SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
 
(c)      Exhibits.

         Exhibit No.   Description of Exhibit

              10.1     Circuit City Stores, Inc. Benefit Restoration Plan




                                    SIGNATURE

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


                                  CIRCUIT CITY STORES, INC.



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



Date:    October 22, 2004





                                  EXHIBIT INDEX




  Exhibit No.       Description of Exhibit

      10.1          Circuit City Stores, Inc. Benefit Restoration Plan