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 28, 2001
                                       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, VA                                    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
Circuit City Stores, Inc.-Circuit City Group Common Stock, Par Value $0.50      New York Stock Exchange
Circuit City Stores, Inc.-CarMax Group Common Stock, Par Value $0.50            New York Stock Exchange

Rights to Purchase Preferred Stock,
Series E, Par Value $20.00                                                      New York Stock Exchange
Series F, Par Value $20.00                                                      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 [ ].

     On April 30, 2001,  the Company had  outstanding  208,017,356  Circuit City
Group common shares and  26,065,541  CarMax Group common  shares.  The aggregate
market value of the common shares held by non-affiliates (without admitting that
any  person  whose  shares  are not  included  in  determining  such value is an
affiliate) was  $3,130,661,208  for the Circuit City Group and  $263,261,964 for
the CarMax Group based upon the closing price of these shares as reported by the
New York Stock Exchange on April 30, 2001.

                                  Page 1 of 19

                       DOCUMENTS INCORPORATED BY REFERENCE


     Portions of the following  documents are incorporated by reference in Parts
I, II,  III and IV of this Form 10-K  Report:  (1)  Pages 23  through  84 of the
Company's  Annual Report to Shareholders  for the fiscal year ended February 28,
2001, (Parts I, II and IV) and (2) "Item One-Election of Directors," "Beneficial
Ownership of Securities,  "Compensation of Executive Officers," "Compensation of
Directors" "Certain  Relationships and Related Transactions," and "Section 16(a)
Compliance" in the May 11, 2001, Proxy  Statement,  furnished to shareholders of
the  Company in  connection  with the 2001 Annual  Meeting of such  shareholders
(Part III).



 

                                TABLE OF CONTENTS
Item                                                                                      Page

PART I

1.   Business                                                                              3

2.   Properties                                                                           11

3.   Legal Proceedings                                                                    13

4.   Submission of Matters to a Vote of Security Holders                                  13

     Executive Officers of the Company                                                    13

PART II

5.   Market for the Company's Common Equity and Related Stockholder Matters               15

6.   Selected Financial Data                                                              15

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

7a.  Quantitative and Qualitative Disclosure about Market Risk                            15

8.   Financial Statements and Supplementary Data                                          15

9.   Changes in and  Disagreements  with Accountants on Accounting and Financial
     Disclosure                                                                           15

PART III

10.  Directors and Executive Officers of the Company                                      16

11.  Executive Compensation                                                               16

12.  Security Ownership of Certain Beneficial Owners and Management                       16

13.  Certain Relationships and Related Transactions                                       16

PART IV

14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K                      16


                                  Page 2 of 19

                                     PART I

Item 1.    Business.

           Circuit City Stores,  Inc. (the Company) was  incorporated  under the
laws of Virginia in 1949. Its corporate headquarters are located at 9950 Mayland
Drive,  Richmond,  Va. Its retail operations consist of Circuit City Superstores
and  mall-based  Circuit  City Express  stores.  Certain of Circuit City Stores,
Inc.'s subsidiaries operate CarMax Auto Superstores,  a used- and new-car retail
business.  The Company has wholly owned finance operations that provide consumer
revolving credit and automobile installment loans. In addition, the Company owns
approximately 75 percent of Digital Video Express,  a business that has now been
discontinued,  and has been allocated 100 percent of the Divx losses from Divx's
inception.  Divx was  primarily  engaged  in the  business  of  replicating  and
distributing specially encrypted DVDs at wholesale.


           In this document, the following terms and definitions are used:


           The Company  refers to Circuit  City Stores,  Inc. and  subsidiaries,
           including the Circuit City retail stores and related operations;  the
           CarMax  retail  stores  and  related  operations;  and the  Company's
           interest  in  Digital  Video  Express,   which  is  classified  as  a
           discontinued operation.

           Circuit City refers to the retail operations bearing the Circuit City
           name and to all related  operations  such as product  service and the
           finance operation.

           Circuit   City  Group   refers  to  the  Circuit   City  and  Circuit
           City-related  operations;  the retained interest in the equity of the
           CarMax Group;  and the Company's  interest in Digital Video  Express,
           which is classified as a discontinued operation.

           CarMax Group and CarMax refer to retail locations  bearing the CarMax
           name and to all related operations such as its finance operation.

           Capital  Structure.  The common stock of Circuit  City  Stores,  Inc.
consists  of two  common  stock  series,  which  are  intended  to  reflect  the
performance of the Company's two businesses. The Circuit City Group Common Stock
is  intended  to  track  the  performance  of  the  Circuit  City  store-related
operations,  the Group's retained interest in the CarMax Group and the Company's
investment  in  Digital  Video  Express,  the  operations  of  which  have  been
discontinued. The CarMax Group Common Stock is intended to track the performance
of the CarMax Group's operations.

           Notwithstanding   the   attribution  of  the  Company's   assets  and
liabilities,  including contingent liabilities, and stockholders' equity between
the Circuit City Group and the CarMax  Group for the  purposes of preparing  the
financial statements,  holders of Circuit City Group Common Stock and holders of
CarMax  Group Common  Stock are  shareholders  of the Company and continue to be
subject to all of the risks associated with an investment in the Company and all
of its  businesses,  assets and  liabilities.  Such  attribution  and the equity
structure of the Company do not affect title to the assets or responsibility for
the  liabilities  of the  Company  or any of its  subsidiaries.  The  results of
operations  or  financial  condition  of one Group  could  affect the results of
operations  or  financial  condition  of the other  Group.  Net losses of either
Group, and dividends or distributions  on, or repurchases of, Circuit City Group
Common Stock or CarMax Group  Common Stock will reduce funds  legally  available
for dividends on, or  repurchases  of, both stocks.  Accordingly,  the Company's
consolidated  financial  statements  should  be read  in  conjunction  with  the
financial statements of each Group and the Company's SEC filings.

           The  financial   statements  of  the  Company  reflect  each  Group's
businesses  as well as the  allocation  of the  Company's  assets,  liabilities,
expenses  and cash flows  between  the Groups in  accordance  with the  policies
adopted by the board of directors.  These policies may be modified or rescinded,
or new  policies  may be  adopted,  at  the  sole  discretion  of the  board  of
directors,  although the board of directors has no present plans to do so. These
management and allocation policies include the following:

           Dividends.  Future  dividends  on the Circuit City Group Common Stock
and the CarMax  Group Common Stock will be based  primarily  upon the  financial
condition, results of operations and business requirements of the relevant Group
and  the  Company  as a  whole,  as  well as any  limitations  specified  in the
Company's governing documents.

           Optional Conversion of Series of Common Stock. The board of directors
may,  at any  time,  in its sole  discretion,  decide to  convert  shares of one
Group's  common  stock into  shares of the other  Group's  common  stock at a 15
percent  premium or a 10  percent  premium  following  any  dividend  or partial
redemption  undertaken in connection with a disposition of all or  substantially
all of the  properties  or assets  attributed to the Group whose common stock is
being converted.

                                  Page 3 of 19

           Conflicts of  Interest.  The  existence of separate  series of common
stock could result in conflicts of interest  between the holders of Circuit City
Group Common Stock and the holders of CarMax  Group  Common  Stock.  When making
decisions  with regard to matters that could  create  diverging  interests,  the
board of  directors  would act in good faith to serve the best  interests of the
Company, taking into consideration the interests of all shareholders.

           Effects of Corporate Events on Rights of  Shareholders.  Although the
common  stock of each Group is intended to reflect the separate  performance  of
that Group, a person  interested in acquiring  control of only one Group without
negotiation  with the  Company's  management  would  still be  required  to seek
control of the voting power  represented by all of the outstanding  common stock
of the Company.  In the event of liquidation,  dissolution or termination of the
Company,  whether  voluntary or  involuntary,  after  payment or  provision  for
payment of the debts and other  liabilities of the Company and full preferential
amounts to which  holders of any series of  Preferred  Stock are  entitled,  the
shareholders of each Group would be entitled to receive the net assets,  if any,
of the Company  remaining for  distribution  to holders of common stock on a per
share basis in  proportion  to the  liquidation  units per share of each series.
Each share of Circuit City Group Common  Stock would have one  liquidation  unit
and each share of CarMax Group Common Stock would have one-half of a liquidation
unit.

Circuit City Group:

           This section  describes  the Circuit City  business and the Company's
investment in Digital  Video  Express,  which is  classified  as a  discontinued
operation.  The retained interest in the CarMax business is discussed separately
beginning  on page 7. Divx is discussed in more detail at the end of the Circuit
City Group section on page 7.

           General.  Circuit City is a leading  national  retailer of brand-name
consumer  electronics,  personal computers and entertainment  software. It sells
video  equipment,  including  televisions,   digital  satellite  systems,  video
cassette recorders,  camcorders,  cameras and digital video disc players;  audio
equipment,  including home stereo systems,  compact disc players, tape recorders
and tape players; mobile electronics,  including car stereo systems and security
systems;   home  office  products,   including  personal  computers,   printers,
peripherals,   software  and  facsimile  machines;  other  consumer  electronics
products,  including  cellular  phones,  telephones and portable audio and video
products, entertainment software and accessories.

           Each  Circuit  City  store  location   follows   detailed   operating
procedures  and  merchandising  programs.  Included are procedures for inventory
maintenance, advertising, customer relations, store administration,  merchandise
display, store security and the demonstration and sale of products.  Merchandise
lines  vary  from   location  to  location   based  on  store  size  and  market
characteristics. Most merchandise is supplied directly to the stores by regional
warehouse distribution facilities.

           Recent Developments. On July 25, 2000, the Company announced plans to
exit the major  appliance  category  and expand its  selection  of key  consumer
electronics  and home  office  products in all Circuit  City  Superstores.  This
decision reflected  significant sales weakness and increased  competition in the
major appliance category and management's  earnings expectations for these other
products.  To exit the appliance  business,  the Company closed six distribution
centers  and seven  service  centers  in fiscal  2001 and  expects  to close two
distribution  centers and one service  center by July 31, 2001.  The majority of
these  properties are leased.  The Company is in the process of marketing  these
properties  to be  subleased.  Circuit City  maintains  control over its in-home
major  appliance  repair  business,  although  repairs are  subcontracted  to an
unrelated third party.

           In  fiscal  2001,  the  Company  fully   remodeled  25  Circuit  City
Superstores in central and south Florida and one Superstore in Richmond, Va., to
a design that it believes is more contemporary and easier to navigate.  The full
remodels offer better product adjacencies,  shopping carts and baskets, more and
highly visible cash registers,  better lighting and signs,  and the expanded and
new product  selections  now  available in all stores.  Twenty-three  new stores
opened from August 2000 through February 2001 also reflect this new design,  and
all new stores  planned  for fiscal  2002 will  reflect  this  design.  Consumer
reaction to the design has been  positive,  but the ability to meet  longer-term
expectations  has been  difficult to determine  given the overall  slowdown that
occurred  during the second half of the fiscal year.  In  addition,  the cost of
remodeling  and the  disruption  to sales in  remodeled  stores were higher than
anticipated.  Fiscal 2002  remodels will follow a less costly design that can be
completed over a shorter time period,  but which the Company believes will offer
similar benefits to the consumer.

           Expansion.  As of April 30, 2001,  Circuit  City  operated 627 retail
locations  throughout  the  United  States.  Circuit  City has  established  its
presence in  virtually  all of the  nation's  top 100 markets and will  continue
adding to the existing store base as attractive market  opportunities  arise. In
fiscal 2002, Circuit City expects to open 15 to 20 new Circuit City Superstores,
relocate approximately 10 Superstores and fully remodel 20 to 25 Superstores.

                                  Page 4 of 19

           Merchandising.  Circuit  City's  operating  regions  benefit  from  a
centralized  buying  organization.  The central  buying staff  reduces  costs by
purchasing in large volumes and structuring a sound basic merchandising  program
and is supported by advanced management information and distribution systems.

           Circuit City's merchandising strategy emphasizes a broad selection of
products,  including the  industry's  newest  technologies,  and a wide range of
prices.  Merchandise mix and displays are controlled  centrally to help ensure a
high level of consistency from store to store.  Merchandise  pricing and selling
strategies vary by market to reflect local competitive conditions.

           Although  suggested  retail prices are  established  by the corporate
merchandising  department,  each store manager is responsible for  understanding
the local competitive  situation by shopping  competitors on a regular basis and
has the power to adjust retail prices to meet in-market  conditions.  As part of
its  competitive  strategy,  Circuit  City  advertises  low prices and  provides
customers  with a low-price  guarantee.  Circuit  City will meet any  advertised
price  from a local  store  stocking  the same item,  available  for sale with a
manufacturer's  warranty  and in a  factory-sealed  box.  In  most  cases,  if a
customer finds a lower price, including Circuit City's own sale price, within 30
days, Circuit City will refund the difference to the customer.

           Suppliers.  During fiscal 2001,  Circuit City's 10 largest  suppliers
accounted for approximately 63 percent of merchandise purchased.  Circuit City's
major suppliers include Sony Electronics,  Hewlett Packard,  Compaq,  Panasonic,
Thomson,  JVC, Hitachi,  eMachines,  Toshiba and Philips.  Brand-name advertised
products are sold by all of Circuit City's retail locations. Circuit City has no
significant long-term contracts for the purchase of merchandise.

           In the  past,  Circuit  City has not  experienced  any  continued  or
ongoing difficulty  obtaining  satisfactory  sources of supply and believes that
adequate  sources  of  supply  exist for the  types of  merchandise  sold in its
stores.

           Advertising.   Circuit  City  relies  on   considerable   amounts  of
advertising  to  maintain  high  levels  of  consumer   awareness.   Advertising
expenditures  from  continuing  operations  were 4.0  percent  of net  sales and
operating  revenues  in fiscal  2001,  3.7  percent  of net sales and  operating
revenues in fiscal 2000 and 4.0 percent of net sales and  operating  revenues in
fiscal 1999. Circuit City is generally one of the largest newspaper  advertisers
in the markets that it serves.  Circuit City primarily  uses print  advertising,
including  multi-page vehicles and run-of-press  newspaper  advertisements,  for
Superstore  advertising.  Circuit City emphasizes the use of multi-page vehicles
to allow a more extensive  presentation  of the broad  selection of products and
price ranges it carries.  These multi-page vehicles are generally distributed in
newspapers. In addition, Circuit City combines both network television and cable
advertising to communicate its consumer offer.  Circuit City  advertisements are
regularly seen in USA Today and on top-rated sports and entertainment programs.


           Competition. The consumer electronics industry is highly competitive.
Circuit City's primary  competitors are large  specialty,  discount or warehouse
retailers with generally lower levels of service.

           Circuit City uses  service,  selection  and pricing to  differentiate
itself from the competition.  As part of its competitive strategy,  Circuit City
Superstores  offer a broad  selection of top-quality  merchandise  that includes
3,100 to 4,300 brand-name items, excluding entertainment software,  depending on
the selling  square  footage of the  Superstore.  Professionally  trained  sales
counselors,  convenient credit options,  factory-authorized product repair, home
delivery,  installation  centers for  automotive  electronics  and  exchange and
no-lemon policies reflect a strong commitment to customer service.  Circuit City
strives to maintain highly competitive prices and offers customers the low-price
guarantee previously described.

           Customer  Satisfaction.  Circuit  City  conducts  market  research to
monitor store operations and help ensure customer satisfaction.  Market research
techniques  used include  telephone  interviews,  exit  interviews  and "mystery
shops," in which a professional  mystery  shopper acts as a customer to evaluate
customer  service  performance.  Quick feedback  enables  management to identify
issues that need to be addressed, ensuring that store and individual performance
remain focused on providing the highest possible level of customer service.

           Training.  Circuit City Superstores are staffed with commissioned and
hourly  sales  Associates;  sales  support  personnel  such as customer  service
Associates,  merchandise  specialists and stockpersons;  a store manager; one or
more sales  managers,  an operations  manager and one or more  customer  service
managers.   All  store  Associates  receive  continuous  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.  Management training programs are
designed to prepare future leaders,  and include  web-based  training,  in-store
activities, online tutoring and classroom instruction.

                                  Page 5 of 19

           Consumer Credit.  Because consumer electronics and personal computers
represent  relatively large purchases for the average  consumer,  Circuit City's
business  is affected by consumer  credit  availability,  which  varies with the
state of the economy and the  location of a  particular  store.  In fiscal 2001,
approximately  14 percent of Circuit  City's  total sales were made  through its
private-label credit card and 48 percent through third-party credit sources.

           In  fiscal  1991,  the  Company  established  a credit  card  finance
operation  to issue its  private-label  credit  card.  The credit  card  finance
operation  is located in Kennesaw,  Ga. This credit  program  enhances  customer
service with increased credit availability,  online links between the stores and
the credit operation and better control over customer interactions.  Interfacing
the  finance  operation  with  Circuit  City's  point-of-sale  (POS)  system has
produced a rapid customer credit approval process. A customer's  application can
be electronically scored, and qualified customers can generally receive approval
in  under  one  minute.  In  addition  to  increased  credit  availability,  the
private-label   credit  card  program  provides  Circuit  City  with  additional
marketing  opportunities,   including  direct  mail  campaigns  to  credit  card
customers and special financing programs for promotions. The finance operation's
credit extension, customer service and collection operations are fully automated
with  state-of-the-art  technology to maintain a high level of profitability and
customer service.  This technology aids its collection  philosophy of contacting
cardholders  in the  preliminary  days of  delinquency  to resolve any  past-due
status.

           The credit card finance operation also manages a bankcard  portfolio.
Receivables  generated  by both  the  private-label  credit  card  and  bankcard
programs  are  sold  to  non-affiliated   entities  under  asset  securitization
programs.

           Systems.  Circuit  City's  in-store  POS system  maintains  an online
record of all transactions and allows management to track performance by region,
store and individual  sales  counselor.  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 the finance  operation's  credit approval system.  The
in-store POS system also is seamlessly  integrated with the company's e-commerce
Web site, CircuitCity.com. This integration provides the capability for in-store
pickup of merchandise ordered from the Web site 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.  The  POS  system  also  is  directly
integrated with the  registration  systems of major Internet  service  providers
such as America Online,  CompuServe and MSN, allowing in-store registration with
the  interactive  services to be completed in  approximately  five  minutes.  At
in-store  kiosks,  the  POS  system  also  allows  customers  to  special  order
custom-built computers from major PC vendors.

           Circuit  City's  Customer  Service  Information  System  maintains an
online  history of customer  purchases  and enables  sales  counselors 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 is utilizing comprehensive,  Internet-based training
systems to enhance the product knowledge of in-store Associates.

           E-commerce.  Circuit  City's  e-commerce  Web site provides  in-depth
product comparison information,  broad product selection and convenient purchase
and delivery options.  Internet customers can check the inventory of up to three
Circuit City Superstores in their market,  as well as the in-stock  availability
from the  e-Superstore.  The Web site  inventory  is  accessible  from any store
location   through  the  POS  system.   Products  can  be  shipped  through  the
e-Superstore  for  normal  shipping  charges  or they can be picked up using the
Express Pickup service at a local  Superstore.  Products  purchased  through the
e-Superstore  are shipped from an existing  distribution  center directly to the
customer. Products purchased through the Web site can be serviced,  exchanged or
returned to any Circuit City Superstore location.

           In fiscal year 2001, the Company added a second  distribution  center
to enhance  scalability,  3-D product images to enable  customers to more easily
see product  details and a Wireless  Advisor to help  customers sort through the
various  wireless  vendors,  phones and plans available in their local area. The
Company  also added more than 250,000  titles of music,  movies and games to the
site through a third-party fulfillment  arrangement.  Customers have the ability
to listen to music clips and read ratings and reviews on the various titles.

           Distribution.  As of April 30,  2001,  Circuit  City  operated  seven
automated electronics  distribution centers. These centers are designed to serve
stores within a 500-mile  range.  They use conveyor  systems and laser  bar-code
scanners to reduce labor  requirements,  prevent  inventory  damage and maintain
inventory  control.  Circuit City also  operates  smaller  distribution

                                  Page 6 of 19

centers  handling   primarily  larger   non-conveyable   electronics   products.
Management  believes  that 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
distribution  center for  entertainment  software.  Most of Circuit City's store
merchandise is distributed through its distribution centers.

           Service.  Circuit City offers  service and repairs for nearly all the
products it sells.  Customers also are able to purchase  extended warranty plans
on most of the merchandise that Circuit City sells.  During fiscal 2001, Circuit
City initiated the Replacement  Protection Plan (RPP),  another type of coverage
for  customers'  merchandise.  For various types of  electronics  including some
types of TVs,  VCRs,  MP3s,  and Mini  Discs,  a customer is given the option of
buying an RPP. In the event that the merchandise becomes defective or is broken,
the  customer  can return the  product and will be issued a check for the retail
price of the merchandise, plus shipping and handling.

           As   of   April   30,   2001,   Circuit   City   had   25   regional,
factory-authorized  repair facilities.  To meet customer needs, merchandise that
requires  service  or repair  usually  is moved by truck  from the stores to the
nearest  regional  service facility and is returned to the customer at the store
after repair.  Circuit City also has in-home technicians who service large items
not conveniently carried to a store.

           Extended   warranty   plans  provide   coverage   beyond  the  normal
manufacturer's  warranty period,  usually with terms of coverage,  including the
manufacturer's warranty period, between 12 and 60 months. Circuit City sells two
extended  warranty  programs on behalf of  unrelated  third  parties who are the
primary obligors.  These third parties issue plans for merchandise sold by other
retailers as well as Circuit City. Under these  third-party  warranty  programs,
the Company has no contractual liability to the customer.  One of these programs
is sold in most major markets and features in-home service for personal computer
products.  The second program covers  consumer  electronics  and is sold in most
major markets. In states where third-party warranty sales are not permitted, the
Group  sells a Circuit  City  extended  warranty  for which the  Company  is the
primary obligor.

           Seasonality.  Like many retail  businesses,  the Circuit City Group'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-seasonal  inventory  build-up is  associated  with this sales  volume.  This
increased  sales  volume  results in a lower ratio of fixed costs to sales and a
higher ratio of operating income to sales in the fourth fiscal quarter.  Circuit
City Group's sales from  continuing  operations  for the fourth fiscal  quarter,
which  includes the holiday  season,  were $3.18  billion in fiscal 2001,  $3.48
billion in fiscal 2000 and $3.03  billion in fiscal 1999.  Fourth  quarter sales
represented  approximately  30 percent of total sales in fiscal 2001, 33 percent
in fiscal 2000 and 32 percent in fiscal 1999.

           Divx. On June 16, 1999, Digital Video Express announced that it would
cease  marketing of the Divx home video system and discontinue  operations,  but
existing,  registered  customers  would be able to view discs  during a two-year
phase-out period.  The operating results of Divx and the loss on disposal of the
Divx business have been segregated  from  continuing  operations and reported as
separate  line items,  after tax, on the  Company's  and  Circuit  City  Group's
statements  of  earnings  for  the  periods  presented.  For  fiscal  2001,  the
discontinued  Divx  operations  had no impact on the net earnings of the Circuit
City Group.  The loss from the  discontinued  operations  of Divx totaled  $16.2
million  after an income tax  benefit of $9.9  million in fiscal  2000 and $68.5
million after an income tax benefit of $42.0 million in fiscal 1999.

           In fiscal 2000, the loss on the disposal of the Divx business totaled
$114.0  million  after an income tax benefit of $69.9  million.  The loss on the
disposal  includes a provision  for operating  losses to be incurred  during the
phase-out  period.  It  also  includes  provisions  for  commitments  under  the
licensing agreements with motion picture distributors,  the write-down of assets
to net realizable value, lease termination costs, employee severance and benefit
costs and other contractual commitments.

CarMax Group:

           General.  In 1993, CarMax pioneered the used-car  superstore  concept
when  it  opened  its  first  location  in  Richmond,   Va.  CarMax   purchases,
reconditions  and sells used  vehicles.  In addition,  CarMax sells new vehicles
under franchise agreements with  DaimlerChrysler,  Mitsubishi,  Nissan,  Toyota,
BMW, Ford and General Motors.  CarMax allows customers to purchase  vehicles the
same  way  they  buy  other  retail   products,   with   friendly   service  and
non-negotiated low prices.

           Expansion. As of April 30, 2001, CarMax operated 40 retail units from
37 store locations,  including 33 used-car superstores and satellite stores, two
co-located  new-car stores and five stand-alone  new-car  franchises.  In total,
CarMax

                                  Page 7 of 19

operates  21  new-car  franchises.  CarMax  uses a hub and  satellite  operating
strategy under which a satellite store uses the  reconditioning,  purchasing and
business office operations of a nearby  full-sized hub superstore.  The consumer
offer  is  identical  in  both  hub  superstores  and  satellite   stores.   The
prototypical CarMax superstore is approximately 45,000 to 50,000 square feet and
is situated on 10 to 14 acres.  These hub stores have  service  facilities  that
provide  regular  maintenance  and  warranty  service  typical  of  any  new-car
dealership and also  recondition  all vehicles prior to sale at both the hub and
any related satellite store. A prototypical  satellite store operates on five to
six acre sites with an approximately  14,000-square-foot facility. The satellite
facility houses  offices,  a showroom and four to seven service bays for regular
maintenance  and warranty  service.  As of April 30, 2001,  CarMax operated four
prototypical  satellite  stores and had converted six  superstores  to satellite
operations.  In fiscal 2001,  CarMax  continued  to focus on revenue  growth and
operating  margin  enhancements  in existing  CarMax  markets.  Given its strong
growth rate expectations,  CarMax is now refocused on moderate geographic growth
in new,  single-store  markets  and on  continued  satellite  fill-in  stores in
existing  multi-store  markets.  In late fiscal  2002,  CarMax plans to open two
superstores in the single-store  markets of Sacramento,  Calif., and Greensboro,
N.C. In fiscal 2003,  CarMax's  goal is to open four to six  superstores.  These
stores will be a combination  of  superstores  in new  single-store  markets and
additional  satellite  stores in its existing  multi-store  markets.  Management
hopes to open six to eight new stores, including superstores and satellites, per
year in fiscal 2004 through fiscal 2006, depending upon market opportunities and
management's comfort with the consistency of operational execution and continued
sales and profitability improvements.

           Merchandising.   All  used-car  CarMax  locations   feature  a  broad
selection of top-quality  domestic and import used cars and trucks,  with a wide
range of prices  appealing  to a large range of  potential  customers.  CarMax's
used-car selection covers popular brands such as Chrysler, Ford, General Motors,
Honda, Mitsubishi, Nissan and Toyota and specialty brands such as BMW and Lexus.
To appeal to the vast array of consumer  preferences and budgets,  CarMax offers
its used  vehicles  under two  programs - the  CarMax  program  and the  ValuMax
program.  CarMax  used cars are less than six years old,  have fewer than 60,000
miles and generally  range in price from $6,500 to $30,000.  Through the ValuMax
program,  CarMax sells  high-quality  used vehicles that are more than six years
old or have 60,000 miles or more.  They generally  range in price from $4,000 to
$19,000. To ensure that CarMax quality standards are maintained,  vehicles under
both programs undergo a comprehensive,  certified  quality  inspection by CarMax
service  technicians.  CarMax backs its commitment to quality with a five-day or
250-mile,  money-back  guarantee and a limited 30-day  warranty.  At all new-car
locations,  the  full  selection  of the  manufacturer's  models  is  available.
CarMax's new-car franchises include Chrysler, Jeep, Mitsubishi,  Nissan, Toyota,
BMW, Chevrolet, Dodge and Ford.

           On average,  CarMax used cars are priced $1,500 below the Kelley Blue
Book price. In fiscal 2001,  approximately  75 percent of CarMax's new cars were
priced  below  dealer's  invoice.  Every  customer  receives  the same low price
without having to negotiate.  CarMax has extended its "no-haggle"  philosophy to
every stage of the vehicle transaction,  including  trade-ins,  financing rates,
accessories,  extended warranty pricing and its low vehicle  documentation fees.
CarMax has replaced the  traditional  "trade-in"  transaction  with a process in
which trained CarMax buyers appraise any vehicle and provide the vehicle's owner
with a written  guaranteed  cash offer that is good for seven days or 300 miles.
The appraisal process is available to everyone, whether or not the individual is
purchasing a vehicle from CarMax.  In conjunction  with Circuit City's  in-store
Roadshops,CarMax sells electronic accessories at its store locations.

           Suppliers. In stores open for more than one year, CarMax acquires the
majority of its used-vehicle inventory from consumers or from local and regional
auctions  in the  markets  that it serves.  This  buying  strategy  provides  an
inventory  of makes and models that  reflect  the tastes of the  market.  CarMax
appraises and makes an offer to purchase any properly documented vehicle from an
individual.  CarMax also  acquires used  vehicles  directly from other  sources,
including wholesalers, franchised and independent dealers and fleet owners, such
as leasing companies and rental companies.  Based on consumer  acceptance of the
appraisal  process at existing  CarMax stores and the  experience and success of
CarMax to date in acquiring vehicles from auctions and other sources, management
believes  that its sources of used  vehicles  will  continue to be sufficient to
meet current needs and to support planned expansion.

           New-car  inventory  for the  franchise  locations  is governed by the
terms of the sales and  service  agreements  with  DaimlerChrysler,  Mitsubishi,
Nissan, Toyota, BMW, Ford and General Motors.

           Reconditioning.  An integral part of CarMax's used-car consumer offer
is the reconditioning process. This process includes a comprehensive,  certified
quality  inspection  of  the  engine,  cooling  and  fuel  system,  drive  axle,
transmission,  electronic  systems,  suspension,  brake  system,  steering,  air
conditioning,  interior and optional equipment. Cars in the ValuMax program must
meet the same mechanical,  electrical and safety  standards,  but fewer cosmetic
and optional equipment  standards.  Vehicle  inspections are completed by CarMax
mechanics, most of whom are A.S.E.-certified.

                                  Page 8 of 19

           Advertising.   Television  and  radio  broadcast  advertisements  are
designed to enhance  consumer  awareness of the CarMax name,  CarMax.com and key
components  of the  CarMax  offer.  Newspaper  advertisements  promote  CarMax's
selection and price  leadership,  targeting  consumers with  immediate  purchase
intentions.  Both broadcast and newspaper  advertisements  are designed to drive
customers to the stores and to the Web site. The style and substance of CarMax's
advertisements  are distinctly  different  from those placed by most  automobile
dealers.  The third major advertising  support for CarMax is the Web site, which
acts as both a marketing  tool for  communicating  CarMax  equities in detail as
well as a sophisticated search engine for finding the right vehicle.

           In fiscal 2001,  CarMax  further  refined its  marketing  approach by
eliminating  spending  that  research  showed to be  unprofitable.  A  low-cost,
high-frequency  television  strategy,  when coupled with more targeted newspaper
advertising,  resulted in advertising  expenditures that were 1.8 percent of net
sales and operating revenues in fiscal 2001.  Advertising  expenditures were 2.4
percent of net sales and  operating  revenues  in fiscal 2000 and 3.4 percent of
net sales and  operating  revenues  in fiscal  1999.  The  fiscal  2001 and 2000
advertising  expense ratios reflect leverage from the total and comparable store
sales increases and changes in media buying  strategy.  The advertising  expense
ratio  for  fiscal  1999  reflects  increased  expenses  associated  with  store
openings, which offset leverage from increased store sales.

           Franchises.   CarMax  operates  new-car  dealerships  under  separate
franchise or dealer agreements with DaimlerChrysler, Mitsubishi, Nissan, Toyota,
BMW, Ford and General Motors. The agreements generally grant CarMax the right to
sell the manufacturer's  vehicle brands, perform warranty work on these vehicles
and sell  related  parts  and  services  within a  specified  market  area.  The
designation of specified  market areas generally does not guarantee  exclusivity
within a specified territory. The agreements govern the relationship between the
dealership  and  the  manufacturer  and  generally  impose  certain  operational
requirements and  restrictions.  These  requirements  include  inventory levels,
working  capital,  monthly  financial  reporting,  signage and cooperation  with
marketing  strategies.  A manufacturer  may terminate a dealer  agreement  under
certain   circumstances,   including  a  change  in  ownership   without   prior
manufacturer  approval,  failure  to  maintain  adequate  customer  satisfaction
ratings or a material breach or other  provisions of the agreement.  CarMax also
has entered into framework agreements with several major vehicle  manufacturers.
These  agreements  generally  contain  provisions  relating to the  acquisition,
ownership  structure,  advertising and management of a dealership  franchised by
such manufacturers.

           Various  federal and state laws  governing the  relationship  between
automotive dealerships and vehicle manufacturers also might affect CarMax. These
laws include statutes  prohibiting  manufacturers from terminating or failing to
renew franchise  agreements  without proper cause and  unreasonably  withholding
approval for proposed ownership changes.

           Competition.  The $700 billion used- and new-car  retail  business is
highly competitive.  In the used-vehicle  market,  CarMax competes with existing
franchised and independent dealers,  rental companies and private parties.  Many
franchised   new-car   dealerships  also  have  increased  their  focus  on  the
used-vehicle  market.  Late in fiscal 2000, CarMax's primary used-car superstore
competitor exited the used-car  superstore  business.  Management  believes this
competitor's  exit from  five  multi-store  markets  helped  eliminate  consumer
confusion over the two offers. Part of CarMax's business strategy is to position
itself  as a  low-price  operator  in the  industry.  In fiscal  1999,  CarMax's
used-car  sales were  negatively  impacted by an intensely  competitive  new-car
industry and  insufficient  customer  traffic at CarMax locations in a number of
multi-store metropolitan markets.

           In the  new-vehicle  market,  CarMax  competes with other  franchised
dealers offering vehicles  produced by the same or other  manufacturers and with
auto brokers and leasing companies. As is typical of such arrangements, CarMax's
existing  franchise  agreements do not guarantee  exclusivity within a specified
territory.  Aggressive discounting by manufacturers of new cars, which typically
occurs in the fall  during the  close-out  of prior year  models,  may result in
lower retail prices and margins for used vehicles  during such  discounting.  In
fiscal 2001 and 2000, CarMax's new-car sales were strong, resulting in part from
the highly promotional climate in the new-car industry.

           Customer Satisfaction.  The elements of the CarMax offer are designed
to create a  customer-friendly  experience.  The "no-haggle"  pricing allows the
sales  consultant  to focus  solely  on the  customer's  needs.  CarMax's  sales
consultants  play a  significant  role in  ensuring  a  customer-friendly  sales
process.  Sales consultants,  including both full- and part-time employees,  are
compensated  on a  commission  basis.  The amount of the  commission  is a fixed
dollar  amount per  vehicle  sold.  The entire  purchase  process,  including  a
test-drive  and  financing,  can be completed  in less than one hour.  Extensive
market research is conducted to measure CarMax's  customer service record and to
refine its consumer offer.

           Training.  CarMax is committed to providing  exceptional  initial and
ongoing training to its Associates. New store Associates are offered structured,
self-paced  training  programs that introduce them to company policies and their
specific job responsibilities.  Associate  participation and performance in each
training program is measured corporately by a unique,

                                  Page 9 of 19

Intranet-based  testing and tracking  system.  Most new  Associates are assigned
mentors who provide on-the-job  guidance and support.  Many CarMax  compensation
programs reward Associates for continuously improving their skills.

           CarMax  also offers  comprehensive,  facilitated  classroom  training
courses to sales consultants,  buyers,  automotive technicians and managers. All
sales  consultants  receive  extensive  customer  service  training  and ongoing
training  as new  products  become  available.  Each  buyer  undergoes  a 12- to
24-month apprenticeship under the tutelage of an experienced buyer and appraises
thousands  of cars before  making his or her first  independent  purchase.  Most
service technicians are  A.S.E.-certified - the industry standard for technician
training.  At the end of fiscal 2001, the 37 general  managers  averaged  nearly
four  years of  CarMax  experience  and more  than 10 years of prior  management
experience.

           Consumer Credit. CarMax offers its customers an opportunity to obtain
prime financing for vehicle  purchases  through its finance operation or Bank of
America.  In addition,  Chrysler  Financial,  BMW Financial,  Ford Motor Credit,
General Motors  Acceptance,  Mitsubishi Motors Credit,  Nissan Motors Acceptance
and  Toyota  Motors  Financial  Services  offer  prime  financing  to  customers
purchasing new vehicles at applicable CarMax locations.  Non-prime  financing is
offered  by  TransSouth  Financial  at all  CarMax  locations  and  Wells  Fargo
Financial  Acceptance and  AmeriCredit  Financial  Services on a regional basis,
with no financial recourse to CarMax. Sales consultants use CarMax's proprietary
point-of-sale system to electronically submit financing applications and receive
responses from multiple lenders,  generally in less than five minutes from prime
lenders.

           The finance  operation  provides CarMax with a unique  opportunity to
capture additional profitability through vehicle financing,  while enhancing the
overall  CarMax offer.  The  underwriting  process uses an externally  developed
credit scoring model, as well as proprietary  decision  tables,  to evaluate all
applications. The majority of applications are systematically determined without
human intervention.  The consistency of the underwriting process, as well as the
superior collateral quality,  result in more predictable  portfolio  performance
and allow  CarMax to present  the  customer  with a more  competitive  financing
offer.

           Systems.  For many  customers,  interaction  with CarMax  information
systems  begins with the  CarMax.com  Web site. In addition to providing  useful
information about the CarMax consumer offer, the site allows customers to search
for vehicles in any or all  locations,  offering  them a wide  selection  from a
large virtual  inventory.  The stores are  supported by an advanced  information
system that improves the customer  experience while providing tightly integrated
automation of all operating functions.  Customers can select a range of vehicles
using touch-screen computers that display their choices and provide a map of the
lot to assist in the selection process. The inventory management system includes
bar codes on each vehicle and each on-site parking place.  Daily scanning tracks
movement of vehicles on the lot. An electronic  gate helps track test drives for
vehicles  and  sales   consultants.   Industry-leading   online   financing  and
computer-assisted  document  printing  ensure  rapid  completion  of  the  sales
transaction.  Behind the scenes, the store technology provides CarMax management
with  real-time  intelligence  about every  aspect of store  operation,  such as
inventory management,  pricing, vehicle transfers,  wholesale auctions and sales
consultant productivity.

           E-commerce.  Since  1997,  CarMax's  Web  site has  offered  complete
inventory and pricing  search  capabilities.  Inventory  information on the more
than 12,000 cars available in CarMax's nationwide inventory is updated daily. In
fiscal 2000,  CarMax launched its new-car  on-line buying service.  This service
connects the customer  with a dedicated  CarMax  Internet  sales  consultant  to
answer all questions regarding purchase details,  including financing inquiries.
The customer is then able to pick up the new vehicle from the store location. In
fiscal  2001,  the  site  was  updated  to  include  all  the  detailed  vehicle
information  available  at the store such as pictures of each  vehicle,  prices,
features,  specifications  and store locations.  In addition,  the site's search
capabilities  were enhanced by providing  sorting and  comparison  features that
allow  consumers to easily  compare  vehicles.  Also added were features such as
detailed vehicle reviews, payment calculators and an option to estimate trade-in
values via a link with  Kelley  Blue Book.  These  additional  features  make it
easier for consumers to meet all of their auto research  needs on CarMax.com and
have  contributed to site visit times that are 50 percent longer than comparable
car sites.

           Service.  During fiscal 1998,  CarMax completed the rollout of retail
repair service to all locations. In fiscal 2000 and fiscal 2001, CarMax expanded
its retail service  operations as its customer base  increased.  In fiscal 2002,
CarMax  intends to continue  its retail  service  expansion  through  additional
marketing and growth in its customer base.

           In most states,  CarMax sells warranties on behalf of unrelated third
parties who are the primary obligors. Under these third-party warranty programs,
the Company has no contractual liability to the customer.  Prior to 1997, CarMax
sold its own  contracts,  for which it is the primary  obligor,  at one location
where  third-party  warranty  sales were not permitted.  Contracts  usually have
terms of coverage between 12 and 72 months.

                                 Page 10 of 19

           Seasonality.  The business of CarMax is seasonal,  with each location
generally  experiencing  more of its net sales in the first  half of the  fiscal
year. During the fall quarter,  new-model-year  introductions and discounting on
close-out vehicles can cause rapid  depreciation of used-car prices,  especially
on late-model vehicles.  CarMax anticipates that the seasonality of its business
may vary from region to region as its operations expand geographically.

Employees:

           On April 30,  2001,  the  Company  had  35,955  hourly  and  salaried
employees and 17,490 sales employees  working on a commission basis. None of the
Company's employees are subject to a collective bargaining agreement. Additional
personnel  are  employed  during peak  selling  seasons.  The Circuit City Group
accounted for 31,455 of the Company's  hourly and salaried  employees and 15,245
of the Company's sales employees working on a commission basis. The CarMax Group
accounted for 4,500 of the Company's hourly and salaried  employees and 2,245 of
the Company's sales employees working on a commission basis.


Item 2.    Properties.

           At April 30, 2001, the Company's  Circuit City retail operations were
conducted in 627 locations,  including 594 Superstores and 33 mall-based Circuit
City Express Stores. The Circuit City Express Stores, located in regional malls,
specialize in leading-edge technology.

           The Company's  CarMax  operations  were  conducted in 40 retail units
from 37 store locations as of April 30, 2001. Late in fiscal 1999,  CarMax began
testing a hub and satellite operating strategy in existing  multi-store markets.
Under the hub and satellite strategy, a satellite store uses the reconditioning,
purchasing  and business  office  operations of a nearby hub store.  The display
capacity and consumer offer are identical in both the hub and satellite  stores.
A  prototypical  satellite  store  operates on a five- to six-acre  site with an
approximately 14,000-square-foot facility that houses sales offices, a showroom,
and four to seven  service bays for regular  maintenance  and warranty  service.
CarMax opened two prototypical satellite stores late in fiscal 1999, two more in
fiscal  2000 and none in fiscal  2001.  All other  satellite  stores  are larger
stores and are therefore  classified by size, with "C" stores  representing  the
largest store format.  Management  anticipates  that in fiscal 2002, and beyond,
any new stores will be smaller "A" stores or prototypical  satellite  stores. In
fiscal 2000,  CarMax  reclassified  certain stores based on square footage.  The
"Other"  category in the  following  table under the CarMax Group  includes four
prototypical satellite stores and five stand-alone, new-car stores.

                                 Page 11 of 19

           The following table summarizes the Company's  Circuit City and CarMax
retail units as of April 30, 2001:

 

                                  Circuit City Group                          CarMax Group
                           -------------------------------       --------------------------------------
                                                                    Superstores
                                          Mall                   ----------------
                           Superstores   Stores      Total        C     B      A        Other     Total
                           -----------   ------      -----       ---   ---    ---       -----     -----
Alabama                         7          1           8          -     -      -          -          -
Arizona                        10          1          11          -     -      -          -          -
Arkansas                        4          -           4          -     -      -          -          -
California                     82          2          84          -     1      -          3          4
Colorado                       11          -          11          -     -      -          -          -
Connecticut                     7          1           8          -     -      -          -          -
Delaware                        2          -           2          -     -      -          -          -
District of Columbia            -          1           1          -     -      -          -          -
Florida                        43          -          43          1     2      3          1          7
Georgia                        21          2          23          1     -      2          -          3
Hawaii                          1          -           1          -     -      -          -          -
Idaho                           2          -           2          -     -      -          -          -
Illinois                       30          2          32          3     -      1          -          4
Indiana                        15          -          15          -     -      -          -          -
Kansas                          5          -           5          -     -      -          -          -
Kentucky                        6          -           6          -     -      -          -          -
Louisiana                       8          1           9          -     -      -          -          -
Maine                           2          -           2          -     -      -          -          -
Maryland                       16          2          18          1     -      2          1          4
Massachusetts                  14          5          19          -     -      -          -          -
Michigan                       22          1          23          -     -      -          -          -
Minnesota                       9          1          10          -     -      -          -          -
Mississippi                     3          -           3          -     -      -          -          -
Missouri                       11          1          12          -     -      -          -          -
Nebraska                        2          -           2          -     -      -          -          -
Nevada                          5          -           5          -     -      -          -          -
New Hampshire                   5          1           6          -     -      -          -          -
New Jersey                     13          -          13          -     -      -          -          -
New Mexico                      1          -           1          -     -      -          -          -
New York                       29          1          30          -     -      -          -          -
North Carolina                 18          1          19          -     -      2          -          2
Ohio                           27          3          30          -     -      -          -          -
Oklahoma                        4          -           4          -     -      -          -          -
Oregon                          8          -           8          -     -      -          -          -
Pennsylvania                   25          1          26          -     -      -          -          -
Rhode Island                    2          -           2          -     -      -          -          -
South Carolina                  8          -           8          -     -      1          -          1
Tennessee                      13          -          13          -     -      1          -          1
Texas                          47          2          49          2     2      3          3         10
Utah                            5          -           5          -     -      -          -          -
Vermont                         1          -           1          -     -      -          -          -
Virginia                       26          3          29          -     -      2          -          2
Washington                     12          -          12          -     -      -          -          -
West Virginia                   4          -           4          -     -      -          -          -
Wisconsin                       7          -           7          1     -      -          1          2
Wyoming                         1          -           1          -     -      -          -          -
                              ------------------------------------------------------------------------

                              594         33         627          9     5     17          9         40
                              ========================================================================


           Of the stores open at April 30, 2001,  the Company owns eight Circuit
City store  locations and nine CarMax store  locations.  The Company  leases the
remaining Circuit City and CarMax locations. During fiscal 2002, the Company

                                 Page 12 of 19

anticipates  entering into sale-leaseback  transactions for three of the Circuit
City locations and all nine of the CarMax  locations  owned by the Company as of
April 30, 2001.

           For information  with respect to obligations for Circuit City leases,
see note 8 of the Notes to Circuit City Group Financial Statements on page 64 of
the Company's 2001 Annual Report to Stockholders,  which is incorporated  herein
by reference. For information with respect to obligations for CarMax leases, see
note 9 of the  Notes to  CarMax  Group  Financial  Statements  on page 82 of the
Company's 2001 Annual Report to  Stockholders,  which is incorporated  herein by
reference.

           The  Company   owns  a   388,000-square-foot   consumer   electronics
distribution  center  in  Doswell,  Va.,  and  a  387,000-square-foot   consumer
electronics  distribution center in Atlanta, Ga. These distribution centers have
been financed with Industrial Development Revenue Bonds.

           The Company owns a  distribution  center in Marion,  Ill. The Company
anticipates  entering  into a  sale-leaseback  transaction  for this property in
fiscal 2002. In addition, the Company owns most of the land but leases the three
buildings in which its corporate  headquarters  is located.  The Company  leases
space  for  all  warehouse,   service  and  office  facilities  except  for  the
aforementioned properties.

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 28, 2001.

Executive Officers of the Company.

           The following table identifies the present executive  officers of the
Company.  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. All executive officers are generally elected annually and serve for
one year or until their  successors  are elected and  qualify.  The next general
election of officers will occur in June 2001.

 

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

           W. Alan McCollough                51       President and
                                                      Chief Executive Officer
           Richard S. Birnbaum               48       Executive Vice President
                                                      Operations
           Michael T. Chalifoux              54       Executive Vice President,
                                                      Chief Financial Officer and
                                                      Corporate Secretary
           John W. Froman                    47       Executive Vice President
                                                      Merchandising
           Ann-Marie Austin-Stephens         42       Senior Vice President
                                                      Store Innovation and Development
           Dennis J. Bowman                  47       Senior Vice President and
                                                      Chief Information Officer
           W. Stephen Cannon                 49       Senior Vice President and
                                                      General Counsel
           Fiona P. Dias                     35       Senior Vice President
                                                      Marketing
           Philip J. Dunn                    48       Senior Vice President,
                                                      Treasurer and Controller

                                 Page 13 of 19

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

           W. Austin Ligon                   50       Senior Vice President
                                                      Automotive
           Gary M. Mierenfeld                49       Senior Vice President
                                                      Distribution and National Service
           Jeffrey S. Wells                  55       Senior Vice President
                                                      Human Resources


           Mr. McCollough is a director and a member of the Company'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 and chief executive officer
in June 2000.

           Mr.  Birnbaum  joined  the  Company  in  1972.  He was  elected  vice
president in 1985,  Central Division  president in 1986, senior vice president -
marketing in 1991 and executive vice president - operations in 1994.

           Mr.  Chalifoux is a director and a member of the Company's  executive
committee. He joined the Company in 1983 as corporate controller and was elected
vice  president  and chief  financial  officer in 1988.  He became  senior  vice
president and chief financial officer in 1990,  corporate  secretary in 1993 and
executive vice president in 1998.

           Mr.  Froman joined the Company in 1986 as a store manager and general
manager in training. In 1987, he was promoted to general manager and in 1989 was
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 executive vice president in 2000.

           Ms.  Austin-Stephens  joined the Company in 1999 as vice president of
Strategic  Planning.  She was elected  senior  vice  president  in 2000.  Before
joining the  Company,  she had served as the  director of  technology  and brand
marketing for The Frito-Lay Company and had held various marketing  positions at
The Procter and Gamble Company.

           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.  Prior to joining  the  Company,  he had served as senior  vice
president - information  services for Rite Aid  Corporation  since 1993 and from
1984 to 1993 was a consultant with McKinsey & Company.

           Mr.  Cannon  joined the Company in 1994 as senior vice  president and
general  counsel.  Prior to joining the  Company,  he had been,  since  1986,  a
partner in Wunder, Diefenderfer,  Ryan, Cannon & Thelen, a Washington, D.C., law
firm.

           Ms. Dias joined the Company in 2000 as senior vice president.  Before
joining the Company, she was chief marketing officer at Stick Networks, Inc. and
had held senior  marketing  positions  at Pepsico  Inc.,  Pennzoil  Quaker State
Company and The Procter and Gamble Company.

           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.  Ligon  joined the Company in 1990 as vice  president - corporate
planning and  communications.  He was elected  senior vice president - corporate
planning and  communications in 1991, senior vice president - corporate planning
and  automotive  in 1994 and  senior  vice  president  -  automotive  and CarMax
president in 1996.

           Mr.  Mierenfeld  joined  the  Company  in 1993 as  vice  president  -
distribution.  He was elected senior vice president - distribution  and national
service in 1999.

           Mr. Wells joined the Company in 1996 as senior vice president - human
resources.  Prior to  joining  the  Company,  he had  served  as a  senior  vice
president of Toys "R" Us, Inc. since 1992.

                                 Page 14 of 19

                                     Part II

           With the exception of the information  incorporated by reference from
the 2001 Annual Report to Stockholders in Item 2 of Part I and Items 5, 6, 7, 7a
and 8 of Part II and Item 14 of Part IV of this Form 10-K,  the  Company's  2001
Annual  Report  to  Stockholders  is not to be  deemed  filed  as a part of this
Report.

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

           Incorporated  herein by reference is the information  appearing under
the heading  "Common  Stock" on page 31 of the  Company's  2001 Annual Report to
Stockholders.

           As of April 30, 2001, there were 8,827  shareholders of record of the
Circuit  City Group Common  Stock and 499  shareholders  of record of the CarMax
Group Common Stock.

Item 6.    Selected Financial Data.

           Incorporated  herein by reference is the information  appearing under
the heading "Reported  Historical  Information" on page 23 of the Company's 2001
Annual Report to Stockholders.

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

           Incorporated  herein by reference is the information  appearing under
the heading  "Management's  Discussion and Analysis of Results of Operations and
Financial Condition" on pages 23 through 30 for Circuit City Stores, Inc., pages
49 through 53 for the Circuit City Group, and pages 68 through 71 for the CarMax
Group of the Company's 2001 Annual Report to Stockholders.

Item 7a.   Quantitative and Qualitative Disclosure about Market Risk.

           Incorporated  herein by reference is the information  appearing under
the  sub-heading  "Market  Risk" on pages 29 through 30 for Circuit City Stores,
Inc., page 53 for the Circuit City Group and page 71 for the CarMax Group of the
Company's 2001 Annual Report to Stockholders.

Item 8.    Financial Statements and Supplementary Data.

           Incorporated  herein by reference is the information  appearing under
the  headings  "Consolidated  Statements  of  Earnings,"  "Consolidated  Balance
Sheets,"  "Consolidated  Statements of Cash Flows," "Consolidated  Statements of
Stockholders'   Equity,"  "Notes  to  Consolidated  Financial  Statements,"  and
"Independent  Auditors'  Report," on pages 32 through 48 of the  Company's  2001
Annual Report to Stockholders.

           Incorporated  herein by reference is the information  appearing under
the headings  "Circuit City Group  Statements of Earnings,"  "Circuit City Group
Balance  Sheets,"  "Circuit City Group  Statements of Cash Flows," "Circuit City
Group  Statements  of Group  Equity,"  "Notes to Circuit  City  Group  Financial
Statements," and "Independent  Auditors'  Report," on pages 54 through 67 of the
Company's 2001 Annual Report to Stockholders.

           Incorporated  herein by reference is the information  appearing under
the headings  "CarMax  Group  Statements of  Operations,"  "CarMax Group Balance
Sheets,"  "CarMax Group  Statements of Cash Flows," "CarMax Group  Statements of
Group Equity,  " "Notes to CarMax Group Financial  Statements," and "Independent
Auditors' Report," on pages 72 through 84 of the Company's 2001 Annual Report to
Stockholders.

           Incorporated  herein by reference is the information  appearing under
the heading  "Quarterly  Financial Data (Unaudited)" on page 48 for Circuit City
Stores,  Inc.,  page 67 for the  Circuit  City  Group and page 84 for the CarMax
Group of the Company's 2001 Annual Report to Stockholders.

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

           None.

                                 Page 15 of 19

                                    Part III

           With the exception of the information  incorporated by reference from
the  Company's  Proxy  Statement in Items 10, 11 and 12 of Part III of this Form
10-K,  the  Company's  Proxy  Statement  dated May 11, 2001, is not to be deemed
filed as a part of this Report.

Item 10.   Directors and Executive Officers of the Company.

           The information  concerning the Company's  directors required by this
Item is incorporated  by reference to the section  entitled "Item One - Election
of Directors"  appearing on pages 2 through 4 of the Company's  Proxy  Statement
dated May 11, 2001.

           The information  concerning the Company's executive officers required
by this  Item is  incorporated  by  reference  to the  section  in Part I hereof
entitled "Executive Officers of the Company" appearing on pages 13 and 14.

           The  information  concerning  compliance  with  Section  16(a) of the
Securities  Exchange  Act of 1934  required  by this  Item  is  incorporated  by
reference to the section entitled "Section 16(a)  Compliance"  appearing on page
18 of the Company's Proxy Statement dated May 11, 2001.

Item 11.   Executive Compensation.

           The information required by this Item is incorporated by reference to
the sections entitled "Compensation of Executive Officers" appearing on pages 10
through 17 of the Company's Proxy Statement dated May 11, 2001.

Item 12.   Security Ownership of Certain Beneficial Owners and Management.

           The information required by this Item is incorporated by reference to
the section entitled "Beneficial  Ownership of Securities"  appearing on pages 5
through 7 of the Company's Proxy Statement dated May 11, 2001.

Item 13.  Certain Relationships and Related Transactions.

           The information required by this Item is incorporated by reference to
the section entitled "Certain Relationships and Related Transactions"  appearing
on page 18 of the Company's Proxy Statement dated May 11, 2001.

                                     Part IV

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

      (a)  The following documents are filed as part of this Report:

           1.   Financial  Statements.  The  following  Financial  Statements of
                Circuit City Stores, Inc., the Circuit City Group and the CarMax
                Group,  and the related  notes to Financial  Statements  and the
                Independent  Auditors'  Reports are incorporated by reference to
                pages 32 through 48 for  Circuit  City  Stores,  Inc.,  pages 54
                through 67 for the Circuit  City Group,  and pages 72 through 84
                for the CarMax  Group of the  Company's  2001  Annual  Report to
                Shareholders:

                Consolidated  Statements  of Earnings for the fiscal years ended
                February 28 or 29, 2001, 2000 and 1999.

                Circuit City Group  Statements  of Earnings for the fiscal years
                ended February 28 or 29, 2001, 2000 and 1999.

                CarMax Group Statements of Operations for the fiscal years ended
                February 28 or 29, 2001, 2000 and 1999.

                Consolidated  Balance  Sheets at February  28, 2001 and February
                29, 2000.

                Circuit  City Group  Balance  Sheets at  February  28,  2001 and
                February 29, 2000.

                CarMax  Group  Balance  Sheets at February 28, 2001 and February
                29, 2000.

                                 Page 16 of 19

                Consolidated Statements of Cash Flows for the fiscal years ended
                February 28 or 29, 2001, 2000 and 1999.

                Circuit City Group Statements of Cash Flows for the fiscal years
                ended February 28 or 29, 2001, 2000 and 1999.

                CarMax Group Statements of Cash Flows for the fiscal years ended
                February 28 or 29, 2001, 2000 and 1999.

                Consolidated  Statements of Stockholders'  Equity for the fiscal
                years ended February 28 or 29, 2001, 2000 and 1999.

                Circuit  City Group  Statements  of Group  Equity for the fiscal
                years ended February 28 or 29, 2001, 2000 and 1999.

                CarMax  Group  Statements  of Group  Equity for the fiscal years
                ended February 28 or 29, 2001, 2000 and 1999.

                Notes to Consolidated Financial Statements.

                Notes to Circuit City Group Financial Statements.

                Notes to CarMax Group Financial Statements.

                Independent Auditors' Report, Circuit City Stores, Inc.

                Independent Auditors' Report, Circuit City Group.

                Independent Auditors' Report, CarMax Group.

           2.   Financial Statement Schedules. The following financial statement
                schedules of Circuit City Stores,  Inc.,  Circuit City Group and
                CarMax Group for the fiscal years ended February 28 or 29, 2001,
                2000 and 1999,  are filed as part of this  Report  and should be
                read in  conjunction  with the  Financial  Statements of Circuit
                City Stores, Inc., Circuit City Group and CarMax Group.

 

                   II  Valuation and Qualifying Accounts and Reserves, Circuit City Stores, Inc.                  S-1

                   II  Valuation and Qualifying Accounts and Reserves, Circuit City Group                         S-1

                   II  Valuation and Qualifying Accounts and Reserves, CarMax Group                               S-1

                       Independent Auditors' Report on Circuit City Stores, Inc. Financial Statement Schedule     S-2

                       Independent Auditors' Report on Circuit City Group Financial Statement Schedule            S-2

                       Independent Auditors' Report on CarMax Group 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  incorporated  by reference  into,  this
               Report.

       (b) Reports on Form 8-K.


           The  Company  did not file any  reports  on Form 8-K  during the last
           quarter of the fiscal year covered by this Report.

                                 Page 17 of 19

                                   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
                                           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


May 23, 2001

                                 Page 18 of 19

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

Michael T. Chalifoux*                    Director                 May 23, 2001
--------------------------
Michael T. Chalifoux

Richard N. Cooper*                       Director                 May 23, 2001
--------------------------
Richard N. Cooper

Barbara S. Feigin*                       Director                 May 23, 2001
--------------------------
Barbara S. Feigin

James F. Hardymon*                       Director                 May 23, 2001
--------------------------
James F. Hardymon

Robert S. Jepson Jr.*                    Director                 May 23, 2001
--------------------------
Robert S. Jepson Jr.

/s/W. Alan McCollough                    Director                 May 23, 2001
--------------------------
W. Alan McCollough

Hugh G. Robinson*                        Director                 May 23, 2001
--------------------------
Hugh G. Robinson

Walter J. Salmon*                        Director                 May 23, 2001
--------------------------
Walter J. Salmon

Mikael Salovaara*                        Director                 May 23, 2001
--------------------------
Mikael Salovaara

Richard L. Sharp*                        Director                 May 23, 2001
--------------------------
Richard L. Sharp

John W. Snow*                            Director                 May 23, 2001
--------------------------
John W. Snow

Alan L. Wurtzel*                         Director                 May 23, 2001
--------------------------
Alan L. Wurtzel

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


*The original  powers of attorney  authorizing W. Alan McCollough and Michael T.
Chalifoux,  or either of them,  to sign this annual  report on behalf of certain
directors and officers of the Company are included as Exhibit 24.


 
                                 Page 19 of 19
                                                                                                 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
        -----------                    ----------           -------           -----------          ----------
Circuit City Stores, Inc.:
-------------------------
Year ended February 28, 1999:
Allowance for doubtful accounts         $ 18,306            $  3,918          $  (5,942)          $  16,282
                                        ========            ========          =========           =========

Year ended February 29, 2000:
Allowance for doubtful accounts         $ 16,282            $  8,853          $  (6,822)          $  18,313
                                        ========            ========          =========           =========

Year ended February 28, 2001:
Allowance for doubtful accounts         $ 18,313            $13,581           $ (22,922)          $   8,972
                                        ========            =======           =========           =========

Circuit City Group:
------------------
Year ended February 28, 1999:
Allowance for doubtful accounts         $ 14,523            $  1,374          $  (4,828)          $  11,069
                                        ========            ========          =========           =========


Year ended February 29, 2000:
Allowance for doubtful accounts         $ 11,069            $  4,324          $  (2,898)          $  12,495
                                        ========            ========          =========           =========


Year ended February 28, 2001:
Allowance for doubtful accounts         $ 12,495            $  5,171          $ (15,598)          $   2,068
                                        ========            ========          =========           =========


CarMax Group:
------------
Year ended February 28, 1999:
Allowance for doubtful accounts         $  3,783            $  2,544          $  (1,114)          $   5,213
                                        ========            ========          =========           =========

Year ended February 29, 2000:
Allowance for doubtful accounts         $  5,213            $  4,529          $  (3,924)          $   5,818
                                        ========            ========          =========           =========

Year ended February 28, 2001:
Allowance for doubtful accounts         $  5,818            $  8,410          $  (7,324)          $   6,904
                                        ========            ========          ==========          =========



                                                                             S-2

          Independent Auditors' Report on Financial Statement Schedule



         The Board of Directors
         Circuit City Stores, Inc.:



         Under date of April 2, 2001,  we reported on the  consolidated  balance
         sheets of Circuit City Stores,  Inc. and subsidiaries  (the Company) as
         of  February  28,  2001  and   February  29,  2000,   and  the  related
         consolidated  statements  of  earnings,  stockholders'  equity and cash
         flows  for each of the  fiscal  years in the  three-year  period  ended
         February 28, 2001,  as contained in the February 28, 2001 annual report
         to stockholders. These consolidated financial statements and our report
         thereon are incorporated by reference in the annual report on Form 10-K
         for the fiscal year ended  February 28, 2001.  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  14(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 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
         April 2, 2001

                                                                             S-2

         Independent Auditors' Report on Financial Statement Schedule



         The Board of Directors
         Circuit City Stores, Inc.:


         Under date of April 2, 2001,  we reported on the balance  sheets of the
         Circuit City Group as of February  28, 2001 and February 29, 2000,  and
         the related  statements  of  earnings,  group equity and cash flows for
         each of the fiscal years in the  three-year  period ended  February 28,
         2001,   as  contained  in  the  February  28,  2001  annual  report  to
         stockholders.  Our report dated April 2, 2001 includes a  qualification
         related to the effects of not  consolidating  the CarMax Group with the
         Circuit  City Group as  required  by  accounting  principles  generally
         accepted in the United States of America.  These  financial  statements
         and our report  thereon are  incorporated  by  reference  in the annual
         report on Form 10-K of Circuit  City  Stores,  Inc. for the fiscal year
         ended  February  28,  2001.  In  connection  with  our  audits  of  the
         aforementioned  financial statements,  we also have audited the related
         Circuit  City  Group  financial  statement  schedule  as listed in Item
         14(a)2 of this Form 10-K.  This  financial  statement  schedule  is the
         responsibility  of  Circuit  City  Stores,   Inc.'s   management.   Our
         responsibility  is to express an  opinion on this  financial  statement
         schedule based on our audits.


         In our opinion,  except for the effects of not consolidating the CarMax
         Group  with the  Circuit  City  Group  as  discussed  in the  preceding
         paragraph,  such  schedule,  when  considered  in relation to the basic
         financial statements taken as a whole, presents fairly, in all material
         respects, the information set forth therein.


         /s/KPMG LLP




         Richmond, Virginia
         April 2, 2001


                                                                             S-2

         Independent Auditors' Report on Financial Statement Schedule



         The Board of Directors
         Circuit City Stores, Inc.:



         Under date of April 2, 2001,  we reported on the balance  sheets of the
         CarMax Group as of February  28, 2001 and  February  29, 2000,  and the
         related statements of operations,  group equity and cash flows for each
         of the fiscal years in the  three-year  period ended February 28, 2001,
         as contained in the  February 28, 2001 annual  report to  stockholders.
         These financial  statements and our report thereon are  incorporated by
         reference  in the annual  report on Form 10-K of Circuit  City  Stores,
         Inc. for the fiscal year ended  February 28, 2001. In  connection  with
         our audits of the  aforementioned  financial  statements,  we also have
         audited the related CarMax Group financial statement schedule as listed
         in Item 14(a)2 of this Form 10-K. This financial  statement schedule is
         the  responsibility  of Circuit City  Stores,  Inc.'s  management.  Our
         responsibility  is to express an  opinion on this  financial  statement
         schedule based on our audits.


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


         /s/KPMG LLP




         Richmond, Virginia
         April 2, 2001




                            Circuit City Stores, Inc.


                           Annual Report on Form 10-K


                                INDEX TO EXHIBITS


(3)      Articles of Incorporation and Bylaws


                  (a)      Amended and Restated Articles of Incorporation of the
                           Company, effective February 3, 1997, filed as Exhibit
                           3(i)(a) to the Company's  Amended Quarterly Report on
                           Form 10-Q/A for the quarter ended May 31, 1999, (File
                           No. 1-5767) are expressly incorporated herein by this
                           reference.

                  (b)      Articles of  Amendment to the  Company's  Amended and
                           Restated Articles of  Incorporation,  effective April
                           28, 1998,  filed as Exhibit  3(i)(b) to the Company's
                           Amended  Quarterly  Report  on  Form  10-Q/A  for the
                           quarter  ended May 31,  1999,  (File No.  1-5767) are
                           expressly incorporated herein by this reference.

                  (c)      Articles of  Amendment to the  Company's  Amended and
                           Restated  Articles of  Incorporation,  effective June
                           22, 1999,  filed as Exhibit  3(i)(c) to the Company's
                           Amended  Quarterly  Report  on  Form  10-Q/A  for the
                           quarter  ended May 31,  1999 (File No.  1-5767),  are
                           expressly incorporated herein by this reference.

                  (d)      Bylaws  of  the  Company,  as  amended  and  restated
                           February  15,  2000,  filed  as  Exhibit  4.4  to the
                           Company's  Form  S-8  filed on March  24,  2000,  are
                           expressly incorporated herein by this reference.


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


                  (a)      First Amended and Restated Rights  Agreement dated as
                           of February 16, 1999, between the Company and Norwest
                           Bank  Minnesota,  N.A.,  as  Rights  Agent,  filed as
                           Exhibit 1 to the Company's Form 8-A/A filed on May 7,
                           1999,  is  expressly   incorporated  herein  by  this
                           reference.


                  (b)      $100,000,000 term loan agreement dated July 28, 1994,
                           between the  Company,  The  Long-Term  Credit Bank of
                           Japan,   Limited,  as  agent,  and  the  banks  named
                           therein.   Pursuant   to   Item   601(b)(4)(iii)   of
                           Regulation  S-K,  in  lieu of  filing  a copy of such
                           agreement,  the  Company  agrees to furnish a copy of
                           such agreement to the Commission upon request.


                  (c)      First  Amendment to Term Loan Agreement dated October
                           24, 1995,  to the  $100,000,000  term loan  agreement
                           dated  July  28,  1994,  between  the  Company,   The
                           Long-Term  Credit Bank of Japan,  Limited,  as agent,
                           and  the  banks  named  therein.   Pursuant  to  Item
                           601(b)(4)(iii) of Regulation S-K, in lieu of filing a
                           copy of such agreement, the Company agrees to furnish
                           a copy  of  such  agreement  to the  Commission  upon
                           request.


                  (d)      Second  Amendment to Term Loan Agreement dated August
                           21, 1996,  to the  $100,000,000  term loan  agreement
                           dated  July  28,  1994,  between  the  Company,   The
                           Long-Term  Credit Bank of Japan,  Limited,  as agent,
                           and  the  banks  named  therein.   Pursuant  to  Item
                           601(b)(4)(iii) of Regulation S-K, in lieu of filing a
                           copy of such agreement, the Company agrees to furnish
                           a copy  of  such  agreement  to the  Commission  upon
                           request.


                                  Page 1 of 4

                  (e)      Third   Amendment  to  Term  Loan   Agreement   dated
                           September  23, 1999,  to the  $100,000,000  term loan
                           agreement  dated July 28, 1994,  between the Company,
                           General  Electric Capital  Corporation,  as successor
                           agent, and the banks named therein.  Pursuant to Item
                           601(b)(4)(iii) of Regulation S-K, in lieu of filing a
                           copy of such agreement, the Company agrees to furnish
                           a copy  of  such  agreement  to the  Commission  upon
                           request.


                  (f)      Fourth   Amendment  to  Term  Loan  Agreement   dated
                           December  15,  2000,  to the  $100,000,000  term loan
                           agreement  dated July 28, 1994,  between the Company,
                           General  Electric Capital  Corporation,  as successor
                           agent, and the banks named therein.  Pursuant to Item
                           601(b)(4)(iii) of Regulation S-K. in lieu of filing a
                           copy of such agreement, the Company agrees to furnish
                           a copy of such agreement to Commission upon request.


                  (g)      $130,000,000 term loan agreement dated June 14, 1996,
                           between the Company,  Royal Bank of Canada, as agent,
                           and  the  banks  named  therein.   Pursuant  to  Item
                           601(b)(4)(iii) of Regulation S-K, in lieu of filing a
                           copy of such agreement, the Company agrees to furnish
                           a copy  of  such  agreement  to the  Commission  upon
                           request.


                  (h)      First Amendment to Term Loan Agreement dated December
                           15, 2000,  to the  $130,000,000  term loan  agreement
                           dated June 14, 1996 between the  Company,  Royal Bank
                           of Canada,  as agent,  and the banks  named  therein.
                           Pursuant to Item 601(b)(4)(iii) of Regulation S-K, in
                           lieu of filing a copy of such agreement,  the Company
                           agrees  to  furnish a copy of such  agreement  to the
                           Commission upon request.


                  (i)      $150,000,000  Credit Agreement dated August 31, 1996,
                           between the Company,  Crestar Bank, as agent, and the
                           banks named therein.  Pursuant to Item 601(b)(4)(iii)
                           of  Regulation  S-K, in lieu of filing a copy of such
                           agreement,  the  Company  agrees to furnish a copy of
                           such agreement to the Commission upon request.

                  (j)      First  Amendment  to  Credit  Agreement  dated May 1,
                           1998,  to the  $150,000,000  Credit  Agreement  dated
                           August 31, 1996,  between the Company,  Crestar Bank,
                           as agent,  and the banks named  therein.  Pursuant to
                           Item  601(b)(4)(iii)  of  Regulation  S-K, in lieu of
                           filing a copy of such  agreement,  the Company agrees
                           to furnish a copy of such agreement to the Commission
                           upon request.

                  (k)      Second  Amendment to Credit Agreement dated September
                           1, 1999, to the  $150,000,000  Credit Agreement dated
                           August 31, 1996,  between the Company,  Crestar Bank,
                           as agent,  and the banks named  therein.  Pursuant to
                           Item  601(b)(4)(iii)  of  Regulation  S-K, in lieu of
                           filing a copy of such  agreement,  the Company agrees
                           to furnish a copy of such agreement to the Commission
                           upon request.

                  (l)      Third  Amendment to Credit  Agreement  dated December
                           15, 2000, to the $150,000,000  Credit Agreement dated
                           August 31,  1996  between the  Company  SunTrust,  as
                           successor   agent,   and  the  banks  named  therein.
                           Pursuant to Item 601(b)(4)(iii) of Regulation S-K, in
                           lieu of filing a copy of such agreement,  the Company
                           agrees  to  furnish a copy of such  agreement  to the
                           Commission upon request.

(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 the reference.

                                  Page 2 of 4


                  (b)      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.


                  (c)      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),  is
                           expressly incorporated herein by this reference.


                  (d)      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.


                  (e)      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),  is  expressly  incorporated  herein by this
                           reference.


                  (f)      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.


                  (g)      Letter  agreement  and  non-compete  agreement  dated
                           January  30,  1996,   (revised  February  12,  1996),
                           between  the  Company  and Alan L.  Wurtzel  filed as
                           Exhibit 10(g) to the Company's  Annual Report on Form
                           10-K for the fiscal  year  ended  February  28,  1995
                           (File No. 1-5767),  is expressly  incorporated herein
                           by this reference.


                  (h)      Employment  agreement between the Company and Richard
                           L. Sharp dated October 17, 1986, and amendment  dated
                           August 1, 1989, to the employment agreement, filed as
                           Exhibit 10(m) to the Company's  Annual Report on Form
                           10-K for the fiscal  year  ended  February  28,  1993
                           (File No. 1-5767),  is expressly  incorporated herein
                           by this reference.


                  (i)      Employment  agreement between the Company and John W.
                           Froman dated June 27, 1990, filed herewith.


                  (j)      Employment  agreement between the Company and William
                           A. Ligon dated April 25, 1995, filed herewith.


                  (k)      Employment  agreement dated May 25, 1989, between the
                           Company  and Michael T.  Chalifoux,  filed as Exhibit
                           10(x) to the Company's Annual Report on Form 10-K for
                           the fiscal  year ended  February  28,  1991 (File No.
                           1-5767),  is  expressly  incorporated  herein by this
                           reference.


                  (l)      Employment  agreement  dated April 24, 1995,  between
                           the Company and W. Alan  McCollough  filed as Exhibit
                           10(l) to the Company's Annual Report on Form 10-K for
                           the fiscal  year ended  February  28,  1995 (File No.
                           1-5767),  is  expressly  incorporated  herein by this
                           reference.


                  (m)      Amended and restated  employment  agreement dated May
                           12, 1995, between the Company and Richard S. Birnbaum
                           filed as Exhibit 10(s) to the Company's Annual

                                  Page 3 of 4

                           Report  on  Form  10-K  for  the  fiscal  year  ended
                           February  28, 1995 (File No.  1-5767),  is  expressly
                           incorporated herein by this reference.


                  (n)      The Company's Annual Performance-Based Bonus Plan, as
                           amended as of January 24, 1997,  filed as Annex IV 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.


                  (o)      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 incorporate herein by this reference.


                  (p)      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.


                  (q)      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.



(13)     Annual Report to Stockholders


(21)     Subsidiaries of the Company


(23)     Consents of Experts and Counsel


         Consent  of KPMG  LLP to  Incorporation  by  Reference  of  Independent
         Auditors'  Reports into the Company's  Registration  Statements on Form
         S-8.


(24)     Powers of Attorney


*  All contracts listed under Exhibit 10 are  management contracts, compensatory
   plans or arrangements of the Company required to be filed as an exhibit.

                                  Page 4 of 4