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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * WOO CAROLYN Y   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) (Last) (First) (Middle) 9950 MAYLAND DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 06/21/2006 (Street) RICHMOND, VA 23233 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Circuit City Stores, Inc. Common Stock 06/21/2006   M   1,604 A (1) 13,921.2427 D   Circuit City Stores, Inc. Common Stock 06/21/2006   M   5.4915 A (2) 13,926.7342 D

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units (2005 Award)

(3)

06/21/2006

M

1,604

(1)

(1)

Common Stock

1,604

$ 0

3,225.478

D

Restricted Stock Units (2005 Award)

(3)

06/21/2006

M

5.4915

(2)

(4)

Common Stock

5.4915

$ 0

3,219.9865

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WOO CAROLYN Y 9950 MAYLAND DRIVE RICHMOND, VA 23233	X

Signatures

/s/ Alice G. Givens, Attorney-in-fact		06/22/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Thirty-three and one third percent (33 1/3%) of the restricted stock units shall vest on each of the first, second and third anniversaries of June 21, 2005. 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 6/21/2005 have vested. These shares cannot be sold while serving as a member of the Board of Directors for Circuit City Stores, Inc.
(3)	1 for 1
(4)	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 2005. Dividends on unvested units will be reinvested in additional units until the units vest.

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