SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 Current Report
                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)     N/A

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


                                    Virginia
                 (State or other jurisdiction of incorporation)


         1-8484                                           54-0558861
(Commission file number)                       (IRS Employer Identification No.)


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


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


          (Former name or former address, if changed since last report)







Item 5.  Other Events

         On August 6, 1996, Heilig-Meyers Company ("Heilig-Meyers") and MacSaver
Financial Services,  Inc. ("MacSaver") entered into (i) a Pricing Agreement with
Goldman,  Sachs & Co.,  on  behalf  of itself  and A.G.  Edwards  & Sons,  Inc.,
NationsBanc  Capital  Markets,  Inc.,  Salomon  Brothers  Inc and  Wheat,  First
Securities,  Inc.  and (ii) a  related  Underwriting  Agreement  for the  public
offering by MacSaver of $200 million aggregate  principal amount of 7 7/8% Notes
due  August 1, 2003,  guaranteed  as to payment of  principal  and  interest  by
Heilig-Meyers (the "7 7/8% Notes").  The 7 7/8% Notes were issued pursuant to an
Indenture  dated as of August 1, 1996 among  Heilig-Meyers,  MacSaver  and First
Union National Bank of Virginia,  as Trustee and an Officers'  Certificate dated
as of August 9, 1996.

Item 7.  Financial Statements and Exhibits

         (C)      Exhibits

                  The following exhibits are filed as a part of this report.

                  1(a) Underwriting   Agreement  dated  August  6,  1996,  among
                       Heilig-Meyers and MacSaver.

                  1(b) Pricing   Agreement   dated   August   6,   1996,   among
                       Heilig-Meyers,  MacSaver  and  Goldman,  Sachs & Co.,  on
                       behalf  of  itself  and  A.G.   Edwards  &  Sons,   Inc.,
                       NationsBanc  Capital Markets,  Inc., Salomon Brothers Inc
                       and Wheat, First Securities, Inc.

                  4(a) Indenture   dated   as   of   August   1,   1996,   among
                       Heilig-Meyers,  MacSaver and First Union National Bank of
                       Virginia, as Trustee.

                  4(b) Officers'  Certificate dated August 9, 1996,  relating to
                       the 7 7/8% Notes.

                                    SIGNATURE

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

                                              HEILIG-MEYERS COMPANY


                                              By: /s/ Roy B. Goodman
                                                  Roy B. Goodman
                                                  Senior Vice President, Finance