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

                                  FORM 12b - 25

                          NOTIFICATION OF LATE FILING

(Check One): [X] 10-K  [ ] Form 20-F  [ ] Form 11-K  [ ] Form 10-Q  [ ] N-SAR

                       For Period Ended:  February 28, 2001
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                       [ ] Transition Report on Form 10-K
                       [ ] Transition Report on Form 20-F
                       [ ] Transition Report on Form 11-K
                       [ ] Transition Report on Form 10-Q
                       [ ] Transition Report on Form N-SAR

             For the Transition Period Ended: ______________________

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Please Print or Type
Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information  contained  herein.
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If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
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Part I -- REGISTRANT INFORMATION

Heilig-Meyers Company
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Full Name of Registrant

N/A
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Former Name if Applicable

12560 West Creek Parkway
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Address of Principal Executive Office (Street and Number)

Richmond, VA  23238
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City, State and Zip Code






                       Part II -- RULES 12b-25(b)AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

     (a)  The reasons  described in  reasonable  detail in Part III of this form
          could not be eliminated without  unreasonable effort or expense;

     (b)  The subject annual report,  semi-annual  report,  transition report on
          Form 10-K, Form 20-F,  11-K, Form N-SAR, or portion  thereof,  will be
          filed on or before the fifteenth calendar day following the prescribed
 [ ]      due date; or the subject quarterly report or transition report on Form
          10-Q, or portion thereof will be filed on or before the fifth calendar
          day following the prescribed due date; and

     (c)  The accountant's statement or other exhibit required by Rule 12b-25(c)
          has been attached if applicable.


                             PART III -- NARRATIVE

State below in  reasonable  detail the reasons  why the Form 10-K,  11-K,  10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period.

     As previously disclosed, Heilig-Meyers Company, a Virginia corporation, and
certain  of  its  subsidiaries  (collectively,  the  Company),  filed  voluntary
petitions  for relief under  Chapter 11, Title 11 of the United States Code (the
Bankruptcy Code) on August 16, 2000. The Company is in possession of its assets,
and manages and  operates  its  businesses  as  debtor-in-possession  under  the
Bankruptcy Code.

     As  publicly  announced  on April 11,  2001,  the  Company  has focused its
reorganization  efforts  upon  its  RoomStore  division,  and  as a  result  has
determined  to  liquidate  and  close  of  substantially  all of  the  Company's
remaining  Heilig-Meyers  Furniture stores (which  historically  represented the
Company's core busines),  as well as its three John M. Smyth's Homemakers stores
located in the  Chicago,  IL market.  The  reorganization  efforts  also require
immediate and significant  overhead cost reductions  including downsizing of the
headquarters  staff ranging from  executive  management to support staff levels.
Because of the need to focus on the bankruptcy-related matters and the resultant
burdens placed on the remaining  internal  accounting and financial  staff,  the
Company has been unable to complete its analysis of the impact of these  changes
on its financial  statements  for the fiscal year ended February 28, 2001 and to
finalize its annual  report on Form 10-K for the fiscal year ended  February 28,
2001 on a timely basis.






                          PART IV -- OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification.

     Ronald L. Barden                        (804) 784-7520
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     (Name)                                  (Area Code and Telephone Number)


(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter  period that the
     registrant was required to file such reports) been filed?  If answer is no,
     identify report(s).                                         [X] Yes [ ] No

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings  statements  to be  included  in the  subject  report  or  portion
     thereof?                                                    [X] Yes [ ] No

     If so, attach an explanation of the anticipated  change,  both  narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.

     The  Company  expects  that the  results of  operations  for the year ended
     February 28, 2001 will show a loss of  approximately  $761.5  million.  The
     loss is  primarily  a result of  decreased  sales of  approximately  $823.8
     million for the year. The sales decrease is primarily  attributable  to the
     elimination of the Company's installment credit program on August 16, 2000,
     the closure of 302 stores and  decreases in  comparable  store sales in the
     Company's  operating  divisions.  In  addition,   reorganization  items  of
     approximately $629.5 million were incurred during the year.

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                             Heilig-Meyers Company
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                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.



Date:   May 30, 2001                    By:     /s/Ronald L. Barden
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                                                Ronald L. Barden
                                                Senior Vice President and
                                                Controller, Managing Director
                                                of Reorganization