SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   SCHEDULE TO
                  Tender Offer Statement Under Section 14(d)(1)
           or Section 13(e)(1) of the Securities Exchange Act of 1934

                                 INTERTAN, INC.
                       (Name of Subject Company (Issuer))

                            WINSTON ACQUISITION CORP.
                          a wholly owned subsidiary of
                            CIRCUIT CITY STORES, INC.
                      (Names of Filing Persons (Offerors))

                     COMMON STOCK, PAR VALUE $1.00 PER SHARE
                         (Title of Class of Securities)

                                   461120 10 7
                      (CUSIP Number of Class of Securities)

                                W. Stephen Cannon
              Senior Vice President, General Counsel and Secretary
                            Circuit City Stores, Inc.
                               9950 Mayland Drive
                            Richmond, Virginia 23233
                            Telephone: (804) 527-4000
                     (Name, address and telephone number of
                      person authorized to receive notices
                 and communications on behalf of filing persons)

                                 With a copy to:
                                D. Michael Jones
                                McGuireWoods LLP
                                One James Center
                              901 East Cary Street
                            Richmond, Virginia 23219
                                 (804) 775-1000

Check the box if any part of the fee is offset as  provided  by Rule  0-11(a)(2)
and  identify  the filing with which the  offsetting  fee was  previously  paid.
Identify the previous  filing by  registration  statement  number or the Form or
Schedule and the date of its filing.
Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
X     Check the box if the filing relates  solely to preliminary  communications
      made before the commencement of a tender offer.

Check the  appropriate  boxes below to designate any  transactions  to which the
statement relates:
      X  third-party tender offer subject to Rule 14d-1.
         issuer tender offer subject to Rule 13e-4.
         going-private transaction subject to Rule 13e-3.
         amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer:


Item 12.          Exhibits

(a)(5)(A)         Press Release Issued by Circuit City Stores, Inc. on March 31,
                  2004*

(a)(5)(B)         Electronic Mail Announcement to Circuit City Associates, dated
                  March 31, 2004*

(a)(5)(C)         Questions & Answers***

(a)(5)(D)         Script for Conference Call held on March 31, 2004*

(a)(5)(E)         Transcript of Conference Call held on March 31, 2004**

(a)(5)(F)         Press Release Issued by InterTAN, Inc. on April 6, 2004

*    Incorporated  by  reference  to the  Schedule  TO-C filed by  Circuit  City
     Stores, Inc. on March 31, 2004.
**   Incorporated  by reference to a Schedule TO-C filed by Circuit City Stores,
     Inc. on April 1, 2004.
***  Incorporated  by reference to a Schedule TO-C filed by Circuit City Stores,
     Inc. on April 1, 2004.



                                  EXHIBIT INDEX

Exhibit           Exhibit Name

(a)(5)(A)         Press Release Issued by Circuit City Stores, Inc. on March 31,
                  2004*

(a)(5)(B)         Electronic Mail Announcement to Circuit City Associates, dated
                  March 31, 2004*

(a)(5)(C)         Questions & Answers***

(a)(5)(D)         Script for Conference Call held on March 31, 2004*

(a)(5)(E)         Transcript of Conference Call held on March 31, 2004**

(a)(5)(F)         Press Release Issued by InterTAN, Inc. on April 6, 2004

*    Incorporated  by  reference  to the  Schedule  TO-C filed by  Circuit  City
     Stores, Inc. on March 31, 2004.
**   Incorporated  by reference to a Schedule TO-C filed by Circuit City Stores,
     Inc. on April 1, 2004.
***  Incorporated  by reference to a Schedule TO-C filed by Circuit City Stores,
     Inc. on April 1, 2004.