SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WOO CAROLYN Y

(Last)

(First)

(Middle)

9950 MAYLAND DRIVE

(Street)

RICHMOND

23233

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CIRCUIT CITY STORES INC [ CC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Circuit City Stores, Inc. Common Stock	06/15/2006		M		1,549	A	⁽¹⁾	9,558.0734	D
Circuit City Stores, Inc. Common Stock	06/15/2006		M		12.8795	A	⁽²⁾	9,570.9529	D
Circuit City Stores, Inc. Common Stock	06/17/2006		M		2,705	A	⁽³⁾	12,275.9529	D
Circuit City Stores, Inc. Common Stock	06/17/2006		M		41.2898	A	⁽⁴⁾	12,317.2427	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units (2003 Award)	⁽⁵⁾	06/17/2006		M			2,705	⁽³⁾	⁽³⁾	Common Stock	2,705	$0	41.2898	D
Restricted Stock Units (2003 Award)	⁽⁵⁾	06/17/2006		M			41.2898	⁽⁴⁾	⁽⁶⁾	Common Stock	41.2898	$0	0	D
Restricted Stock Units (2004 Award)	⁽⁵⁾	06/15/2006		M			1,549	⁽¹⁾	⁽¹⁾	Common Stock	1,549	$0	1,575.7618	D
Restricted Stock Units (2004 Award)	⁽⁵⁾	06/15/2006		M			12.8795	⁽²⁾	⁽⁶⁾	Common Stock	12.8795	$0	1,562.8823	D

Explanation of Responses:

1. Thirty-three and one third percent (33 1/3%) of the restricted stock units granted on 6/15/2004 have vested. These shares cannot be sold while serving as a member of the Board of Directors for Circuit City Stores, Inc.

2. Thirty-three and one third percent (33 1/3%) of the Units paid as a dividend in connection with the restricted stock units granted on 6/15/2004 have vested. These shares cannot be sold while serving as a member of the Board of Directors for Circuit City Stores, Inc.

3. Thirty-three and one third percent (33 1/3%) of the restricted stock units granted on 6/17/2003 have vested. These shares cannot be sold while serving as a member of the Board of Directors for Circuit City Stores, Inc.

4. Thirty-three and one third percent (33 1/3%) of the Units paid as a dividend in connection with the restricted stock units granted on 6/17/2003 have vested. These shares cannot be sold while serving as a member of the Board of Directors for Circuit City Stores, Inc.

5. 1 for 1

6. This director is entitled to receive additional units of company stock on the unvested restricted stock units as of the date the company pays dividends under the terms of the restricted stock unit awards made in June 2003 and June 2004. Dividends on unvested units will be reinvested in additional units until the units vest.

Remarks:

	/s/ Alice G. Givens, Attorney-in-fact	06/19/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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