SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, D.C.  20549
                                         FORM 10-Q/A



(Mark One)

 X    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarterly period ended           August 31, 1994          

      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from                to                  

Commision file number                        #1-8484                   

                     Heilig-Meyers Company                        
      (Exact name of registrant as specified in its charter)

          Virginia                                     54-0558861         
(State or other jurisdiction of                     (I.R.S. Employer
 incorporation or organization                      Identification No.)

2235 Staples Mill Road, Richmond, Virginia        23230           
(Address of principal executive offices)        (Zip Code)

                          (804) 359-9171                                  
       (Registrant's telephone number, including area code)

                                                                  
(Former name, former address and former fiscal year, if changed
 since last report.)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes  X  No    

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of October 1, 1994.

            48,449,773 shares of Common Stock, $2.00 par value.




Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits

Exhibit 11  Computation of Per Share Earnings

Exhibit 27  Financial Data Schedule

(b)  There were no reports on Form 8-K filed during the quarter ended
     August 31, 1994.



     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.



                                       Heilig-Meyers Company 
                                       (Registrant)


Date:     January 20, 1995             /s/Joseph R. Jenkins
                                       Joseph R. Jenkins
                                       Executive Vice President
                                       Principal Financial Officer


Date:     January 20, 1995             /s/William J. Dieter
                                       William J. Dieter
                                       Senior Vice President - Accounting
                                       Principal Accounting Officer