UNITED STATES
                            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              May 31, 1996              or  

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

For the transition period from                to                    

Commission 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 July 1, 1996.

       48,604,804 shares of Common Stock, $2.00 par value.


C.    Accounts receivable are shown net of the allowance for doubtful accounts
      and unearned finance income.  The allowance for doubtful accounts was  
      $70,134,000 and $54,714,000 and unearned finance income was $62,409,000  
      and $60,114,000 at May 31, 1996, and February 29, 1996, respectively. 

E.    The Company made interest payments of $10,577,000 and $9,779,000 during
      the three months ended May 31, 1996, and May 31, 1995, respectively.