UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-Q/A
                                AMENDMENT NO. 1



(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, 1999
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.)

12560 West Creek Parkway, Richmond, Virginia            23238       .
- --------------------------------------------------------------------
(Address of principal executive offices)                (Zip Code)

                  (804) 784-7300                                    .
- --------------------------------------------------------------------
      (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, 1999.

        60,676,676 shares of Common Stock, $2.00 par value.




The Form 10-Q for the  quarter  ended  August  31,  1999 is amended to correct a
typographical  error in the number of shares  outstanding as stated on the cover
page. The correct number of shares  outstanding of the issuer's common stock, as
of October 1, 1999 was 60,676,676.





                                   SIGNATURES


      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:      November 4, 1999               /s/Roy B. Goodman
                                          ----------------------------
                                          Roy B. Goodman
                                          Executive Vice President and
                                          Principal Financial Officer


Date:      November 4, 1999               /s/Thomas F. Crump
                                          ----------------------------
                                          Thomas F. Crump
                                          Senior Vice President,
                                          Controller