Exhibit 99.2


                         APRIL 9, 1996 AMENDMENT TO THE
                         1984 CIRCUIT CITY STORES, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                    AS AMENDED AND RESTATED FEBRUARY 10, 1995


RESOLVED,  that Section 1 of the 1984 Circuit City Stores,  Inc.  Employee Stock
Purchase  Plan,  as Amended and  Restated  February  10, 1995 (the  "Plan"),  be
amended to allow the purchase of an additional  1,000,000 shares under the Plan,
such amendment to be accomplished by deleting the first sentence of said Section
1 and replacing it with the following:

                  "The total  number of shares of Common  Stock may be purchased
                  under the Plan shall be  5,500,000  subject to  adjustment  as
                  provided in Section 11."