SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )

Check the appropriate box:

( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

HEILIG-MEYERS COMPANY
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

(X) No fee required

( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

( ) Fee paid previously with preliminary materials.

( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule, or Registration Statement No.:

3) Filing Party:

4) Date Filed:

HEILIG-MEYERS COMPANY
2235 STAPLES MILL ROAD
RICHMOND, VIRGINIA 23230

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 18, 1997

TO THE HOLDERS OF COMMON STOCK:

The Annual Meeting of Shareholders of Heilig-Meyers Company (the "Company")
will be held at The Jefferson -- Franklin and Adams Streets, Richmond, Virginia,
on Wednesday, June 18, 1997, commencing at 10:30 a.m. E.D.T., for the following
purposes:

1. To elect a board of thirteen directors.

2. To ratify or reject the selection of Deloitte & Touche LLP as
accountants and auditors for the Company for the current fiscal year.

3. To transact such other business as may properly come before the meeting
or any adjournments thereof.

Your attention is directed to the attached Proxy Statement.

By Order of the Board of Directors

PAIGE H. WILSON, Secretary

May 8, 1997

PLEASE FILL IN, SIGN, DATE AND RETURN PROMPTLY THE ACCOMPANYING PROXY. IF YOU
ATTEND THE MEETING IN PERSON, YOU MAY WITHDRAW YOUR PROXY AND VOTE YOUR OWN
SHARES.

HEILIG-MEYERS COMPANY
2235 STAPLES MILL ROAD
RICHMOND, VIRGINIA 23230

PROXY STATEMENT

TO BE MAILED ON OR ABOUT MAY 8, 1997
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 18, 1997

The accompanying proxy is solicited by and on behalf of the Board of
Directors of Heilig-Meyers Company (the "Company") for use at the Annual Meeting
of Shareholders of the Company to be held June 18, 1997, or any adjournments
thereof, for the purposes set forth in this Proxy Statement and the attached
Notice of Annual Meeting of Shareholders. Supplementary solicitations may also
be made by mail or by telephone, telegraph or personal interview by directors,
officers and regular employees of the Company, none of whom will receive
additional compensation for these services. It is also contemplated that, for a
fee of $5,500 plus certain expenses, additional solicitation will be made by
personal interview, telephone, telecopy and telegraph under the direction of the
proxy solicitation firm of D. F. King & Co., Inc., 77 Water Street, New York,
New York 10005. Costs of solicitation of proxies will be borne by the Company,
which will also reimburse banks, brokerage firms, other custodians, nominees and
fiduciaries for reasonable out-of-pocket expenses incurred by them in forwarding
proxy materials to the beneficial owners of shares held by them.

The shares represented by all properly executed proxies received by the
Secretary of the Company and not revoked as herein provided will be voted as set
forth herein unless the shareholder directs otherwise in the proxy, in which
event such shares will be voted in accordance with such directions. Any proxy
may be revoked at any time before the shares to which it relates are voted
either by written notice (which may be in the form of a substitute proxy
delivered to the secretary of the meeting) or by attending the meeting and
voting in person.

Presence in person or by proxy of the holders of a majority of the
outstanding shares of Common Stock entitled to vote at the meeting will
constitute a quorum. Shares for which the holder has elected to abstain or to
withhold the proxies' authority to vote on a matter will count towards a quorum,
but will have no effect on the action taken with respect to such matter. Shares
held of record by a broker or its nominee (broker non-votes) that are not voted
on any matter at the meeting will not be included in determining whether a
quorum is present at the meeting.

VOTING SECURITIES AND RECORD DATE

The Board of Directors has fixed the close of business on April 25, 1997,
as the record date for the determination of shareholders entitled to notice of
and to vote at the meeting and any adjournments thereof. Each holder of record
of the Company's Common Stock, $2.00 par value (the "Common Stock") on the
record date will be entitled to one vote for each share then registered in the
holder's name with respect to all matters to be considered at the meeting. As of
the close of business on the record date, 54,413,963 shares of Common Stock were
outstanding and entitled to vote at the meeting.

ELECTION OF DIRECTORS

NOMINEES

The Company's Board of Directors presently consists of thirteen directors.
The nominees named below, other than Ms. Dalton, Mr. Davis and Dr. Trani, were
elected at the 1996 Annual Meeting of Shareholders to serve until the next
Annual Meeting of Shareholders or the election and qualification of their
successors. The thirteen nominees for director receiving the greatest number of
votes cast for the election of directors will be elected.

Each of the nominees has consented to being named as a nominee in this
Proxy Statement, has agreed to serve if elected, and has furnished to the
Company the information set forth in the table below with respect to his or her
age, principal occupation or employment and beneficial ownership of Common Stock
as of April 25, 1997. The table also sets forth the amount of shares
beneficially owned as of April 25, 1997 by the executive officers set forth in
the summary compensation table who are not directors and by all executive
officers and directors as a group and the percentage of outstanding shares
represented by the stated beneficial ownership. To the best of the Company's
information, the persons named in the table, and all executive officers and
directors as a group, have sole voting and investment power with respect to
shares shown as owned by them, except as set forth in the notes thereto.

It is expected that each of these nominees will be able to serve, but in
the event that any such nominee is unable to serve for any reason (which event
is not now anticipated), the proxies reserve discretion to vote or refrain from
voting for a substitute nominee or nominees. Shareholders may withhold authority
to vote for any of the nominees on the accompanying proxy.

AMOUNT OF
SHARES
BENEFICIALLY
OWNED
AND PERCENT
OF
NAME, AGE, POSITIONS OF DIRECTORS CLASS
WITH THE COMPANY OR PRINCIPAL OUTSTANDING
OCCUPATION FOR THE PAST FIVE DIRECTOR AS OF APRIL
YEARS AND OTHER INFORMATION SINCE(1) 25, 1997(2)
- ------------------------------------------------------ --------- -------------

WILLIAM C. DERUSHA, 47................................ 1983 654,173 (3)(4)
Chairman of the Board since April 1986. Chief
Executive Officer since April 1984. Director, Signet
Banking Corporation and Peebles Inc.

TROY A. PEERY, JR., 51................................ 1984 617,063 (3)
President since April 1986. Chief Operating Officer
since December 1987. Director, S&K Famous Brands, Inc.
and Open Plan Systems, Inc. Trustee, The Mentor Funds.

ALEXANDER ALEXANDER, 68............................... 1975 34,500 (3)
President, Colony Management Corporation
(real estate management).

ROBERT L. BURRUS, JR., 62............................. 1973 41,824 (3)
Chairman and partner of McGuire, Woods, Battle &
Boothe, L.L.P. (law firm). Director, CSX Corporation,
S&K Famous Brands, Inc., Concepts Direct, Inc.,
O'Sullivan Corporation and Smithfield Foods, Inc.

BEVERLEY E. DALTON, 48................................ 1996 6,000 (3)
Owner, W.C. English, Inc. (general construction firm).
Chair, Board of Trustees, Randolph-Macon College.
Trustee, W.C. English Foundation.

CHARLES A. DAVIS, 47.................................. 1996 0 (3)
Limited Partner and Senior Director, Investment
Banking, Goldman, Sachs & Co. Director, Lechters,
Inc., Media General, Inc., Merchants Bancshares, Inc.,
Progressive Corporation and USLIFE Corporation.

BENJAMIN F. EDWARDS III, 65........................... 1983 45,250 (3)(5)
Chairman of the Board, President, Chief Executive
Officer, and Director, A.G. Edwards, Inc., the parent
of A.G. Edwards & Sons, Inc. (securities brokerage and
investment banking). Director, National Life Insurance
Company of Vermont.

ALAN G. FLEISCHER, 80................................. 1976 23,750 (3)
Of Counsel, law firm of Hirschler, Fleischer,
Weinberg, Cox & Allen. Member, Board of Associates,
University of Richmond. Chairman, Virginia
Commonwealth University, Commonwealth Society.

NATHANIEL KRUMBEIN, 82................................ 1946 120,817 (3)(6)
Retired Vice Chairman of the Company.

HYMAN MEYERS, 85...................................... 1940 154,622 (3)(7)
Retired Chairman of the Board of the Company.

S. SIDNEY MEYERS, 83.................................. 1940 63,951 (3)(7)(8)
Retired Vice Chairman of the Company.

LAWRENCE N. SMITH, 59................................. 1975 44,681 (3)(9)
President and Chief Executive Officer, Resource Bank
since December 1992. Chairman and Chief Executive
Officer, Essex Financial Group, Inc. (investment and
mortgage banking firm) until December 1992.

EUGENE P. TRANI, PH.D., 57............................ 1996 200 (3)
President, Virginia Commonwealth University. Director,
Crestar Financial Corporation and Lawyers Title
Corporation.

Certain Executive Officers

JOSEPH R. JENKINS..................................... 276,695 (3)
Executive Vice President and Chief Financial Officer

JAMES F. CERZA, JR.................................... 299,950 (3)(10)
Executive Vice President, Operations

JAMES R. RIDDLE....................................... 275,052 (3)
Executive Vice President

All current executive officers and directors as a 3,093,774 (3)(11)
group (20 persons).................................... 5.7%

- ---------------

(1) Year in which the nominee was first elected a director of the Company
or any of its predecessors. The Company's predecessors are numerous Virginia and
North Carolina corporations, the first of which was incorporated in 1940, and
all of which were merged into Heilig-Meyers Company, a North Carolina
corporation, in March 1970, which in turn was merged into the Company in June
1972.

(2) Unless otherwise indicated, less than one percent of the outstanding
Common Stock.

(3) Includes shares that could be acquired through the exercise of stock
options within 60 days after April 25, 1997.

(4) Excludes 150 shares owned of record by Mr. DeRusha's wife.

(5) Excludes 2,000 shares owned of record by Mr. Edwards' wife.

(6) Includes 5,046 shares held by Mr. Krumbein and his wife as co-trustees
or custodians. Excludes 48,266 shares owned of record by Mr. Krumbein's wife.
Includes 35,056 shares held of record by the Krumbein Foundation of which Mr.
Krumbein is an officer, as to which shares he may be deemed to share voting and
investment powers.

(7) Includes 5,023 shares owned of record by the Meyers-Krumbein
Foundation of which Messrs. Hyman and S. Sidney Meyers are officers, as to
which shares they may be deemed to share voting and investment powers.

(8) Excludes 27,149 shares owned of record by Mr. Meyers' wife.

(9) Includes 3,000 shares held in trust of which Mr. Smith is trustee, as
to which shares Mr. Smith may be deemed to have voting and investment powers.
Excludes 5,000 shares owned of record by Mr. Smith's wife.

(10) Excludes 15,520 shares owned of record by Mr. Cerza's wife.

(11) Includes a total of 34,367 shares held in trust of which executive
officers not named above are trustees, as to which shares such officers may be
deemed to share voting and investment powers. Excludes a total of 22,072 shares
owned of record by certain foundations of which executive officers not named
above are directors. Excludes a total of 967 shares owned of record by the wives
of executive officers not named above. Also, see notes 4 through 6 and 8 through
10 above.

The securities brokerage and investment banking firms of A.G. Edwards &
Sons, Inc. and Goldman, Sachs & Co. performed investment banking services for
the Company during the fiscal year ended February 28, 1997 and may perform such
services for the Company during the current fiscal year. Mr. Edwards is Chairman
of the Board, President, Chief Executive Officer and Director of the parent
company of A.G. Edwards & Sons, Inc. Mr. Davis is Limited Partner and Senior
Director, Investment Banking of Goldman, Sachs & Co.

NOMINATIONS FOR DIRECTOR

The By-laws of the Company provide that the only persons who may be
nominated for Directors are (i) those persons nominated by the Company's Board
of Directors; (ii) those persons nominated by the Nominating Committee of the
Company's Board of Directors and (iii) those persons whose names were personally
delivered to the Secretary of the Company not later than the close of business
on the tenth day following the mailing date of the Company's Proxy Statement for
an annual meeting or delivered to the Secretary of the Company by United States
mail, postage prepaid, postmarked no later than ten days after the mailing date
of the Proxy Statement for an annual meeting. Any shareholder wishing to
nominate a person other than those listed in this Proxy Statement must submit
the following information in writing to the Office of the Secretary,
Heilig-Meyers Company, 2235 Staples Mill Road, Richmond, Virginia 23230: (i) the
name and address of the shareholder who intends to make the nomination; (ii) the
name, address, and principal occupation of each proposed nominee; (iii) a
representation that the shareholder is entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; and (iv) the written consent of each proposed
nominee to serve as a director of the Company if so elected. The Chairman of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.

By requiring advance notice of shareholder nominations, this By-law affords
the Board of Directors the opportunity to consider the qualifications of the
proposed nominees and, to the extent deemed necessary or desirable by the Board,
to inform shareholders about such qualifications. The By-law does not give the
Board of Directors any power to approve or disapprove of shareholder nominations
for election of directors. However, it may have the effect of precluding a
contest for the election of directors if its procedures are not followed, and
therefore may discourage or deter a shareholder from conducting a solicitation
of proxies to elect his own slate of directors.

FAMILY RELATIONSHIPS

Hyman Meyers, Director of the Company, and S. Sidney Meyers, Director of
the Company, are brothers. Nathaniel Krumbein, Director of the Company, is their
brother-in-law.

ATTENDANCE

The Board of Directors held seven meetings during the fiscal year ended
February 28, 1997. Each director attended 75 percent or more of these meetings,
including regularly scheduled and special meetings, and the meetings of all
committees of the Board on which he or she served that were held in the past
fiscal year during the periods in which he or she was a director or served on
such committees.

COMPLIANCE WITH EXCHANGE ACT FILING REQUIREMENTS

The Securities Exchange Act of 1934 requires the Company's executive
officers and directors, and any persons owning more than 10% of the Common
Stock, to file certain reports of ownership and changes in ownership with the
Securities and Exchange Commission. With respect to the fiscal year ended
February 28, 1997, and based solely on its review of the copies of the Forms 3,
4 and 5 received by it and written representations from certain reporting
persons that no Forms 5 were required to be filed by those persons, the Company
believes that all executive officers and directors complied with such filing
requirements.

COMMITTEES OF THE BOARD OF DIRECTORS

The standing committees of the Board of Directors of the Company include an
Audit Committee, a Compensation Committee and a Nominating Committee.

Messrs. Smith, Alexander and Edwards and Ms. Dalton are the members of the
Audit Committee, which met two times during the fiscal year ended February 28,
1997. The primary functions of the Committee are to make recommendations to the
Board concerning engaging and discharging the independent auditors; to review
the overall scope and the results of the annual audit; to review the
independence of the independent auditors; and to review the functions and
performance of the internal audit department and the Company's internal
accounting controls.

Messrs. Burrus, Fleischer, Smith and Davis and Dr. Trani are the members of
the Compensation Committee, which met four times during the fiscal year ended
February 28, 1997. The primary functions of the Committee are to review and make
recommendations concerning the direct and indirect compensation of officers
elected by the Board; to administer and make awards under the Company's stock
option programs; to review and determine the salary level for the Company's
Chief Executive Officer; to review and report to the Board concerning annual
salaries and year-end bonuses recommended by management for other officers and
certain other executives; to recommend special benefits and perquisites for
management; and to generally consult with management regarding employee benefits
and personnel policies.

Messrs. Fleischer and Burrus are the members of the Nominating Committee,
which met two times during the fiscal year ended February 28, 1997. The primary
functions of the Committee are to recommend persons for membership on the Board
and for membership on committees established by the Board and to consider
nominees recommended by shareholders.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE. The table below sets forth for the years ended
February 28 (29), 1997, 1996 and 1995 the annual and long-term compensation for
services in all capacities to the Company and its subsidiaries of those persons
who at February 28, 1997 were the Company's Chief Executive Officer and the next
four highest compensated executive officers of the Company whose salary and
bonus exceeded $100,000 for the year ended February 28, 1997.

LONG-TERM
COMPENSATION
AWARDS
-----
ANNUAL COMPENSATION SECURITIES
-------------------------------------------- UNDERLYING ALL
FISCAL OTHER ANNUAL OPTIONS/ OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION SARS(#) COMPENSATION(2)
- ---------------------------- ------- --------- -------- ------------- ----- -----

William C. DeRusha 1997 $ 572,400 $171,720 (1) 34,320 $12,062
Chairman of the 1996 530,000 0 (1) 63,600 17,067
Board and Chief 1995 500,000 260,000 (1) 90,000 45,293
Executive Officer

Troy A. Peery, Jr. 1997 515,160 154,548 (1) 34,320 10,908
President and Chief 1996 477,000 0 (1) 63,600 16,261
Operating Officer 1995 450,800 234,000 (1) 90,000 53,822

Joseph R. Jenkins 1997 340,000 102,000 (1) 20,400 7,326
Executive Vice 1996 325,000 0 (1) 39,600 10,363
President and Chief 1995 275,000 143,000 (1) 50,000 33,145
Financial Officer

James F. Cerza, Jr. 1997 340,000 102,000 (1) 20,400 7,264
Executive Vice 1996 325,000 0 (1) 39,600 10,266
President, Operations 1995 275,000 143,000 (1) 50,000 20,996

James R. Riddle 1997 243,000 36,450 (1) 14,580 5,504
Executive Vice 1996 243,000 0 (1) 10,000 7,224
President 1995 243,000 78,000 (1) 50,000 29,516

- ---------------

(1) None of the named executive officers received Other Annual Compensation
in excess of the lesser of $50,000 or 10% of combined salary and bonus for
fiscal 1995, 1996 or 1997.

(2) Consists of Company contributions to the Employees' Profit Sharing and
Retirement Savings Plan ("Savings Plan"), the Employees' Supplemental Profit
Sharing and Retirement Savings Plan ("Supplemental Plan") and the dollar value
of split dollar life insurance premiums paid on behalf of the named executive
officers. Company contributions to the Savings Plan, Company contributions to
the Supplemental Plan and dollar value of split dollar life insurance premiums
paid, respectively, during fiscal 1997, for the named executive officers were:
Mr. DeRusha, $3,007, $8,684, $371; Mr. Peery, $3,007, $7,567, $334; Mr. Jenkins,
$3,007, $3,901, $418; Mr. Cerza, $3,007, $3,866, $391; and Mr. Riddle, $3,007,
$2,053, $444.

OPTION GRANT TABLE. The following table sets forth information concerning
individual grants of stock options made during the year ended February 28, 1997,
to the Company's executive officers named in the Summary Compensation Table.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS
-----------------
%
OF
TOTAL POTENTIAL REALIZABLE
OPTIONS/SARS VALUE
SECURITIES GRANTED AT ASSUMED ANNUAL RATES
UNDERLYING TO EXERCISE OF STOCK PRICE
OPTIONS/ EMPLOYEES OR APPRECIATION
SARS IN BASE FOR OPTION TERM(1)
GRANTED FISCAL PRICE -----------------------
NAME (#) YEAR ($/SH) EXPIRATION DATE 5% 10%
- ------------------- ----------- -- -- ---------------- --------- ---------

William C. DeRusha 34,320 4.20% $13.88 January 8, 2006 $ 299,581 $759,198
Troy A. Peery, Jr. 34,320 4.20 13.88 January 8, 2006 299,581 759,198
Joseph R. Jenkins 20,400 2.50 13.88 January 8, 2006 178,073 451,271
James F. Cerza, Jr. 20,400 2.50 13.88 January 8, 2006 178,073 451,271
James R. Riddle 14,580 1.79 13.88 January 8, 2006 127,270 322,526

- ---------------

(1) Stock appreciation values calculated by annually compounding the
exercise price until expiration at the growth rate noted.

AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES. The following table
sets forth the number of shares acquired on exercise of stock options and the
aggregate gains realized on exercise in fiscal 1997 by the Company's executive
officers named in the Summary Compensation Table. The table also sets forth the
number of shares covered by exercisable and unexercisable options held by such
executives on February 28, 1997 and the aggregate gains that would have been
realized had these options been exercised on February 28, 1997, even though
these options were not exercised, and the unexercisable options could not have
been exercised, on February 28, 1997.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

NUMBER OF
SECURITIES
UNDERLYING
SHARES UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED OPTIONS/SARS AT IN-THE-MONEY OPTIONS
ON FY-END(#) AT FY-END(1)
EXERCISE VALUE ----------------------------- ----------------------------
NAME (#) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------- --------- -------- ----------- ------------- ----------- -------------

William C. DeRusha 0 $0 571,723 54,300 $1,554,405 $0
Troy A. Peery, Jr. 0 0 522,546 54,300 1,303,603 0
Joseph R. Jenkins 0 0 263,450 32,300 569,925 0
James F. Cerza, Jr. 0 0 298,950 32,300 750,975 0
James R. Riddle 0 0 257,705 12,500 618,833 0

- ---------------

(1) Based on the closing sales price of the Common Stock of $14 1/8 on
February 28, 1997.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee (the "Committee") of the Board of Directors
(comprised of directors who are not employees of the Company) has provided the
following report on executive compensation:

COMPENSATION PHILOSOPHY. The Committee believes that corporate performance
and, in turn, shareholder value will be enhanced by a compensation system which
supports and reinforces the Company's key operating and strategic goals while
aligning the financial interests of the Company's executive officers with those
of the shareholders. The Company utilizes both annual and long-term incentive
compensation programs to achieve these objectives. The incentive programs are
tied to Company-wide business goals, as well as individual goals for certain
officers. For executive officers, the Company relies on an annual
performance-based bonus program and a stock option program to align the
executives' financial interests with those of its shareholders.

COMPONENTS OF THE COMPENSATION PROGRAM. The Company's compensation program
for executive officers is composed of base salary, an annual incentive bonus
program, and a stock option program, elements of which are tied to the Company's
success in achieving financial and strategic performance goals. The Board of
Directors approves the Company's performance goals, which are proposed by
management and determined by the Committee, as part of the Company's budgeting
process.

Each year, the Committee reviews proposals submitted by the Company's Chief
Executive Officer ("CEO") for annual salary for the executive officers other
than the CEO. In evaluating the CEO's proposals, the Committee considers (1) the
individual executive officer's performance, including evaluations provided by
the CEO; and (2) the Company's performance in relation to its performance goals,
which include pre-tax earnings, earnings per share, and return on equity. Under
employment agreements covering the five most highly compensated executive
officers, the Committee may increase, but not decrease executive salaries on an
annual basis.

The Committee has periodically retained the services of a compensation
consultant to review in a comprehensive manner the Company's compensation
practices and programs. The Committee considered the prior reports and
recommendations of the compensation consultant in connection with the
Committee's determinations for the executive compensation program for the fiscal
year ended February 28, 1997 (the "1997 fiscal year").

The Committee considers annually the effect of Internal Revenue Code
Section 162(m), which imposes a $1 million limit per year on the corporate tax
deduction for compensation paid or accrued with respect to the five most highly
compensated executives of a publicly held corporation. Performance-based
compensation that meets certain requirements is not subject to this deduction
limit. The Company's 1994 Stock Option Plan and Annual Performance-Based Bonus
Plan, approved by shareholders at the 1996 Annual Meeting, meet these
requirements for performance-based compensation. The Committee believes that it
is in the best interests of the Company to minimize or eliminate any loss of tax
deductions, to the extent that action is consistent with the objectives of the
Company's overall executive compensation program.

The Company's Annual Performance-Based Bonus Plan ("Bonus Plan") provides
executives with the potential to receive cash bonus awards based upon the
achievement of Company performance goals. The performance goals are designated
by the Committee near the beginning of each fiscal year. If the performance
goals are not met, no bonus is payable under the Bonus Plan. The Bonus Plan
includes only objective performance goals that preclude individual discretion,
and does not include personal performance as one of the performance-based
criteria for the five most highly compensated officers.

No bonuses were payable for the 1997 fiscal year under the Bonus Plan
because the Company's performance was below the earnings and pre-tax profits
goals set for the year. In reviewing the Company's performance for the 1997
fiscal year, the Committee determined that the Company had materially
outperformed its peer group. In addition, the performance goals for the 1997
fiscal year had been set at aggressive levels. The Company had also undertaken a
substantial acquisition plan during the year. Therefore, the Committee
determined that bonuses should be paid to executives at the minimum amount
previously approved for threshold performance under the Bonus Plan. These
bonuses are anticipated to be fully deductible by the Company.

The Company's long-term incentive program is a stock option program under
which the Committee reviews and recommends proposed grants of long-term
incentive compensation in the form of stock options. The Committee considers
stock options to be an important means of insuring that senior executives
maintain their incentive to increase the profitability of the Company and the
value of the Company's stock. Because the value of stock options is entirely a
function of the value of the Company's stock, the Committee believes that this
component of the Company's compensation arrangement strongly aligns the
interests of the senior executives with those of the Company's shareholders.
During the 1997 fiscal year, at the Committee's recommendation and with the
approval of shareholders, the Company's 1994 Stock Option Plan was amended to
prohibit the repricing of options.

Beginning in the 1996 fiscal year, after consultation with its compensation
consultant, the Committee implemented an objective formula award procedure for
granting options. Under this formula, the option grant size is based on the
individual executive's job classification and salary level. A fixed number of
options for certain increments of salary is established for each job
classification. With respect to all officers including the five most highly
compensated officers, the Committee retains the latitude to adjust the formula
awards up or down based on business conditions and individual responsibilities
and contributions to the Company. Options are granted under the formula awards
with an exercise price equal to the fair market value of the Company's stock on
the date of grant.

Options were granted to the five most highly compensated executive officers
under the Company's 1994 Stock Option Plan in accordance with the formula
described above during the 1997 fiscal year.

CHIEF EXECUTIVE OFFICER'S COMPENSATION. The Committee determined the
compensation of William C. DeRusha, Chief Executive Officer, for the 1997 fiscal
year, in a manner consistent with the guidelines described above. The Committee
evaluated the Company's performance with respect to its stated budget and
financial goals and in comparison to the financial performance of the retail and
furniture retail industries. The Committee also

evaluated Mr. DeRusha's strong leadership and management motivation during
difficult economic conditions. Based on all of these factors, the Committee
determined that Mr. DeRusha's base salary should be increased eight percent,
that his participation in the Bonus Plan should be continued at the same levels
as the prior fiscal year, and that he should receive stock options in accordance
with the formula award level.

ADMINISTRATION OF COMPENSATION PROGRAMS. The Committee oversees all
compensation programs for senior management and reviews and approves certain
plans and programs for other employees. The Committee or subcommittees of the
Committee review management recommendations and ultimately determine levels of
base salary, annual performance-based bonus payments and stock option grants for
all executives. The Committee also reviews and determines the salary level of
the CEO, whose compensation is reported in this proxy statement.

COMPENSATION COMMITTEE

Robert L. Burrus, Jr., Chairman
Charles A. Davis
Alan G. Fleischer
Lawrence N. Smith
Eugene P. Trani, Ph.D.

PERFORMANCE GRAPH

The following graph compares the cumulative total return on the Company's
Common Stock ("HMY") with the cumulative total return of the companies included
in the S&P 500 and the S&P Retail Stores Composite for the last five fiscal
years.

HEILIG-MEYERS COMPANY
- --------------------------------------------------------------------------------
FISCAL YEARS ENDED FEBRUARY 1992 TO FEBRUARY 1997

[GRAPH]

CUMULATIVE TOTAL RETURN

HMY S&P 500 S&P Retail

1992 100 100 100
1993 143.2 110.7 117.2
1994 238.9 119.9 117.9
1995 172.5 128.7 107.9
1996 103.7 173.4 119.1
1997 106.5 218.8 146.6

EMPLOYMENT AGREEMENTS

The Company has entered into employment contracts with William C. DeRusha
and Troy A. Peery, Jr., which provide for a constant rolling three-year
employment period. These contracts provide that the executive's position will be
at least commensurate in all material respects with the most significant of
those held by the executive during the 90 days before November 1, 1996. These
contracts also provide that the executive will be nominated for election to the
Board of Directors during the employment period and, in the case of Mr. DeRusha,
will serve as Chairman of the Board. Under these contracts, Messrs. DeRusha and
Peery are entitled to receive an annual base salary at least equal to that in
effect on November 1, 1996. These contracts provide for annual review of the
base salary and permit the annual base salary to be increased, but not
decreased. These contracts also provide that each executive is entitled to an
annual bonus in accordance with the terms of the Company's annual
performance-based bonus plan or, if more favorable, a bonus under other plans in
effect generally with respect to other peer executives of the Company. These
contracts provide further that the Company may terminate either executive's
employment for cause as defined in the contracts. In the event of such
termination, the contract terminates without further obligation to the
terminated executive except for payment of annual base salary to the date of
termination plus any previously deferred and unpaid compensation.

If the Company terminates the executive's employment other than for cause
or the death of the executive, or if the executive terminates employment for any
reason, the executive is entitled to receive a lump sum cash payment equal to
the sum of (i) unpaid annual base salary through the date of termination, (ii)
the greater of the annual bonus paid or payable for the most recently completed
fiscal year or the average annualized bonus paid or payable in respect of the
three fiscal years immediately preceding the fiscal year in which termination
occurs (the "Highest Annual Bonus") for the portion of the then current fiscal
year through the executive's termination of employment, (iii) previously
deferred and unpaid compensation, (iv) accrued vacation pay, and (v) annual base
salary plus the Highest Annual Bonus payable for the remainder of the three-year
employment period. The terminated executive is also entitled to a continuation
of medical and other benefits for three years following termination of the
employment or such longer period as the applicable benefit program may provide.
Each of these executives has also agreed not to compete with the Company in the
United States for a period of 36 months following termination of the executive's
employment. This non-competition covenant may be terminated by the executive if
his employment was terminated by the Company other than for cause and if he
desires to accept employment with a competitor, provided that he agrees to repay
the Company the portion of the amount paid to him for salary and bonus with
respect to the year in which termination took place equal to the amount of
salary and pro rata bonus payable to him by the competitor during the three-year
period following termination of employment with the Company.

The Company has also entered into employment contracts with Joseph R.
Jenkins, James F. Cerza, Jr. and James R. Riddle effective March 1, 1991. These
contracts provided for an initial two-year term that ended February 28, 1993,
with automatic annual one-year extensions, unless either party notifies the
other at least one year in advance that it does not wish to extend the term. The
contracts also provide that Messrs. Jenkins, Cerza and Riddle will receive
annual salaries established by the Compensation Committee of the Board of
Directors of the Company (or the Board of Directors of the Company), which may
be increased, but not decreased, on an annual basis. The contracts provide that
each executive is entitled to an annual bonus in accordance with the terms of
the Company's annual performance bonus plan, provided that in the event of a
change of control, such payment shall be not less than the average bonus paid to
him during the three fiscal years immediately preceding the year for which the
bonus is currently payable. The contracts provide further that the Company may
terminate an executive's employment immediately for cause as defined in the
contracts. In the event of such a termination before the

expiration of the employment term, each executive will forfeit the right to
receive any further salary or benefits to which he is entitled under the
employment contract. Should an executive voluntarily terminate employment and
become employed with another employer before the expiration of the employment
term, he will also forfeit the right to receive any further salary or benefits
to which he is entitled under the employment contract.

These contracts also provide that if (a) the executive's employment is
terminated by the Company for any reason other than cause or (b) the executive
voluntarily terminates employment within 60 days after there has been a material
reduction in his compensation, benefits or other material change in his
employment status, he will be entitled to a lump sum payment equal to the
aggregate compensation he would have received during the remainder of the
employment term. If a change of control event occurs, the bonus to which the
executive is entitled during the change of control year will be computed on the
assumption that the financial results achieved before the change of control will
continue at levels not less favorable than those before the change of control.

EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

The Company has executive supplemental retirement agreements with Messrs.
DeRusha, Peery, Jenkins, Cerza and Riddle that entitle them to receive death
benefits or supplemental retirement income. If the executive officer dies before
age 65 in the employment of the Company, the executive's beneficiary will
receive annual benefits of 100% of the executive officer's salary for a period
of two years in the case of Messrs. DeRusha and Peery and one year in the case
of Messrs. Jenkins, Cerza and Riddle. Thereafter, the executive's beneficiary
will receive annual benefits of 50% of the executive officer's salary for a
period of eight years. The agreements define salary as the executive's highest
final compensation payable over the three year fiscal period preceding
retirement or termination. Final compensation means the executive's base salary
established by the Compensation Committee for each of the three fiscal year
periods, including any bonus paid or payable to the executive on account of each
of the fiscal years. If the executive officer retires at age 65, he will receive
an annual retirement benefit equal to a designated percentage of his salary (25%
in the case of Messrs. DeRusha and Peery and 22.5% in the case of Messrs.
Jenkins, Cerza and Riddle) at the time of retirement increased four percent
annually for a period of 15 years. In the event an executive officer dies after
retirement, but before he has received all of his retirement income, the
executive officer's beneficiary will receive annual benefits equal to a
percentage of such executive officer's salary for the balance of the 15-year
period. The Company owns and is the beneficiary under life insurance contracts
intended to provide the Company with funds to meet its obligations under all
executive supplemental retirement agreements.

EXECUTIVE SEVERANCE PLAN

The Company has an executive severance plan under which executives (other
than Messrs. DeRusha, Peery, Jenkins, Cerza and Riddle) designated by the
Compensation Committee are covered. The executive severance plan is triggered by
a change of control and, once triggered, provides certain employment and
compensation guarantees for a two-year period. During the two-year period,
eligible executives are guaranteed salary and bonuses at levels not less than
those paid during the one-month period before the change of control. If an
executive is terminated or voluntarily terminates within 60 days because the
executive's working conditions have materially changed, the executive will be
entitled to receive 200% of salary and bonuses received for the preceding
twelve-month period. If a change of control does not occur the plan has no
effect. The severance plan covers, in general, all officers of the Company
(other than Messrs. DeRusha, Peery, Jenkins, Cerza and Riddle), certain
categories of key administrative people designated by the Chairman and all
full-time employees with ten or more years of service.

DIRECTORS' COMPENSATION

For the fiscal year ended February 28, 1997, all directors who were not
employees of the Company were paid fees of $25,000, plus a fee of $1,500 for
each board meeting attended in person and a fee of $750 for each board meeting
attended by telephone. The Company maintains deferred compensation agreements
pursuant to which an outside director may defer all or a portion of the fees he
receives for services performed for the Company (in his capacity as a director).
The agreements provide deferred income to the participating director and/or his
family at the director's attainment of age 70 or upon his death. The
Compensation Committee may, in its sole discretion, provide for deferred income
benefits in the event of a director's permanent disability. The benefit payable
under these agreements is fixed for each outside director. Benefits are payable
in monthly payments over a 15-year period. These agreements provide for
immediate payment of an actuarially reduced benefit to each outside director
upon the termination of his relationship with the Company before age 70, unless
the relationship terminated for "due cause" as determined by the Compensation
Committee or Board of Directors of the Company. Generally, if a director
terminates his relationship with the Company following a change of control, he
will be entitled to receive a reduced lump sum payment equal to the actuarial
equivalent of the benefit he would have received at age 70 (taking into account
deferrals made to the date of the director's death).

In addition, directors who serve on the Executive Committee of the
Company's Board of Directors and who are not full-time employees of the Company
received a fee of $1,500 for each executive committee meeting attended in the
fiscal year ending February 28, 1997. These directors are Robert L. Burrus, Jr.,
Charles A. Davis, Hyman Meyers and Lawrence N. Smith. Messrs. DeRusha and Peery
also serve on the Executive Committee. Directors who serve on all other
committees and who are not full-time employees of the Company received a fee of
$1,000 for each committee meeting attended in the fiscal year ending February
28, 1997.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Burrus, Chairman of the Compensation Committee, is Chairman and partner
of the law firm of McGuire, Woods, Battle & Boothe, L.L.P., which was retained
as general counsel by the Company during the fiscal year ended February 28,
1997, and has been so retained during the current fiscal year. Mr. Davis is
Limited Partner and Senior Director, Investment Banking of Goldman, Sachs & Co.,
which performed investment banking services for the Company during the fiscal
year ended February 28, 1997, and may perform such services during the current
fiscal year.

CERTAIN TRANSACTIONS

AGREEMENTS WITH RETIRED EXECUTIVES. The Company entered into Executive
Employment and Deferred Compensation Agreements with Hyman Meyers, S. Sidney
Meyers and Nathaniel Krumbein while these individuals were executive officers of
the Company. The agreements provide for retirement compensation until an
individual's death in an annual amount equal to 58% of the average of the
highest three years of total cash compensation paid to the individual during any
fiscal year in which he was employed by the Company. This amount will be reduced
by the individual's primary social security benefit and by the amount determined
to be payable under the employer portion of the Company's profit sharing plan.
The payment to Hyman Meyers will end upon his death. S. Sidney Meyers and
Nathaniel Krumbein elected to receive the actuarial equivalent of this amount as
a joint and survivor annuity with their spouses, providing payments to them or
their wives as long as either shall live. The Company owns and is beneficiary
under life insurance contracts, purchased in full before the retirement of these
individuals, which are intended to provide the Company with funds to meet its
obligations under these agreements.

During the year ended February 28, 1997, the Company made the following
payments as retirement compensation: $96,744 to Hyman Meyers, $41,238 to S.
Sidney Meyers, and $47,802 to Nathaniel Krumbein.

The amount of retirement compensation is automatically increased annually
by the lesser of five percent or one-half of the percentage increase in the
consumer price index over the previous year. These agreements also provide that
if a change of control occurs, amounts sufficient to satisfy the Company's
future contractual obligations to each of these individuals (and his
beneficiaries) under the agreements will be deposited in a trust with a national
bank. The deposited amounts would be subject to the claims of creditors, but
would not be otherwise available to the Company.

During retirement, the individual is also entitled to discounted purchases,
coverage under the Company's group health insurance plans, an office at a
location selected by the Company, and customary office services to the same
extent that he received at the time of retirement. The Company paid
approximately $2,452 in health and life insurance premiums for Hyman Meyers and
$4,648 for each of S. Sidney Meyers and Nathaniel Krumbein during the fiscal
year ended February 28, 1997. The Company provided S. Sidney Meyers and
Nathaniel Krumbein with office space and services, which they shared at a total
cost of $90,026 during the fiscal year ended February 28, 1997.

The Company may retain any of these individuals (with his consent) on a
year-to-year basis during retirement to render consulting services as directed
by the Board of Directors, at a minimum annual fee of $10,000, plus
out-of-pocket expenses. The Company did not retain any of these individuals to
render consulting services during the fiscal year ended February 28, 1997.

LEASES. During the past fiscal year, the Company rented five of its stores
and one of its local warehouses from Hyman Meyers, S. Sidney Meyers and
Nathaniel Krumbein together with members of their families.1 One of these leases
expired according to its terms on December 31, 1996 and was not renewed. The
leases generally provide for fixed rentals ranging from $10,417 to $101,475 per
year; however, four of the leases provide for rent to be adjusted every three
years with the new rent equal to four percent of net sales at the leased
premises during the fiscal year immediately preceding the rental adjustment. As
of April 25, 1997, the unexpired terms of all leases with members of the Meyers
and Krumbein families, excluding renewal options, ranged from 1 1/2 years to 12
3/4 years. The Company believes that the rent and terms provided in these leases
are fair and reasonable to the Company as tenant and will be generally
comparable to the rent and terms of leases of similar properties in the same
general location.

During the fiscal year ended February 28, 1997, the Company paid rent
pursuant to such leases aggregating $317,708. The following table sets forth
certain information concerning the rent received during the fiscal year ended
February 28, 1997 and rent to be received during the current fiscal year by
these directors and members of their families on account of such leases.

- ---------------

(1) Under four of these leases, the Company pays real estate taxes and
insurance premiums while the remaining two leases require the Company to pay 50%
of real estate taxes and insurance premiums. In addition, under all leases, the
Company as tenant bears the expense of real estate tax increases, provides
maintenance, makes certain repairs and pays utility charges and insurance rate
increases attributable to it. The leases also provide for rental escalations for
any exercised renewal option based on increases in the Consumer Price Index.

MINIMUM ANNUAL
RENT RECEIVED DURING RENT (AT CURRENT
FISCAL YEAR ENDED ANNUAL RENTAL
FEBRUARY 28, 1997 RATES)
-------------------- ------------------

Hyman Meyers.................................. $ 68,975 $ 71,972
S. Sidney Meyers.............................. 68,975 71,972
Nathaniel Krumbein............................ 1,535 1,535
Amy M. Krumbein (Wife of Nathaniel Krumbein).. 67,440 70,438
Other family members.......................... 110,783* 110,783

- ---------------

*Consists of the following amounts payable to adult children of the
following individuals: Hyman Meyers, $36,935, S. Sidney Meyers, $36,924 and
Nathaniel Krumbein, $36,924.

PRINCIPAL SHAREHOLDERS

The following table lists the only persons known by the Company to be the
beneficial owners of more than five percent of the Common Stock of the Company
as of April 25, 1997.

AMOUNT OF
NAME AND ADDRESS OF BENEFICIAL
BENEFICIAL OWNER OWNERSHIP PERCENT OF CLASS
- ------------------------- ------------ ----------------

FMR Corp.............................................. 4,791,211(1) 9.85%
82 Devonshire Street
Boston, MA 02109

Nicholas Company, Inc................................. 3,415,822(2) 7.03%
700 North Water Street
Milwaukee, WI 53202

State Farm Mutual
Automobile Insurance Company.......................... 2,797,493(3) 5.75%
One State Farm Plaza
Bloomington, IL 61710

- ---------------

(1) FMR Corp. reported sole voting power with respect to 101,811 of such
shares, shared voting power with respect to none of such shares and sole
dispositive power with respect to 4,791,211 of such shares. The ownership
information is based on the Schedule 13G/A filed February 14, 1997.

(2) Nicholas Company, Inc. reported sole voting power (through its
investment advisee Nicholas Fund, Inc.) with respect to 3,150,000 of such
shares, shared voting power with respect to none of such shares and sole
dispositive power with respect to 3,415,822 of such shares. The ownership
information is based on the Schedule 13G/A filed February 12, 1997.

(3) State Farm Mutual Automobile Insurance Company reported sole voting
power with respect to 2,797,493 of such shares, shared voting power with respect
to none of such shares and sole dispositive power with respect to 2,797,493 of
such shares. The ownership information is based on the Schedule 13G filed
January 17, 1997.

RATIFICATION OF SELECTION OF AUDITORS

Deloitte & Touche LLP, independent certified public accountants, has been
selected by the Board of Directors as accountants and auditors for the Company
for the current fiscal year, subject to ratification or rejection by the
shareholders. Representatives of Deloitte & Touche LLP are expected to be
present at the Annual Meeting of Shareholders and will have an opportunity to
make a statement if they so desire and are expected to be available to respond
to appropriate questions from shareholders. In the event the shareholders do not
ratify the selection of Deloitte & Touche LLP, the selection of other
accountants and auditors will be considered by the Board of Directors.

OTHER MATTERS

The Board of Directors knows of no other matters which will be brought
before the meeting. However, if any other matters are properly presented, or if
any question arises as to whether any matter has been properly presented and is
a proper subject for shareholder action, the persons named as proxies in the
accompanying proxy intend to vote the shares represented by such proxy in
accordance with their best judgment.

SHAREHOLDER PROPOSALS FOR 1998 MEETING

Proposals of shareholders intended to be presented at the 1998 Annual
Meeting must be received by the Company at its principal executive offices no
later than January 8, 1998, for inclusion in the Company's 1998 proxy materials.
Such proposals should meet the applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder.

FURTHER INFORMATION

The Company will provide without charge to each person from whom a proxy is
solicited by the Board of Directors, upon the written request of any such
person, a copy of the Company's Annual Report on Form 10-K, including the
financial statements thereto, required to be filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended, for
the Company's fiscal year ended February 28, 1997. Such written requests should
be sent to the Office of the Treasurer, Heilig-Meyers Company, 2235 Staples Mill
Road, Richmond, Virginia 23230.

By Order of the Board of Directors

PAIGE H. WILSON
Secretary

May 8, 1997

PLEASE FILL IN, SIGN, DATE AND RETURN PROMPTLY THE ACCOMPANYING PROXY. IF YOU
ATTEND THE MEETING IN PERSON, YOU MAY WITHDRAW YOUR PROXY AND VOTE YOUR OWN
SHARES.

[ X ] PLEASE MARK VOTES
AS IN THIS EXAMPLE

---------------------
HEILIG-MEYERS COMPANY
---------------------
COMMON STOCK
RECORD DATE SHARES:

Please be sure to sign and date this Proxy. Date_____________________

_________________________________________ ______________________________
Shareholder sign here Co-owner sign here

1. ELECTION OF DIRECTORS

William C. DeRusha Alan G. Fleischer
Troy A. Peery, Jr. Nathaniel Krumbeln
Alexander Alexander Hyman Meyers
Robert L. Burrus, Jr. S. Sidney Meyers
Beverley E. Dalton Lawrence N. Smith
Charles A. Davis Eugene P. Trani
Benjamin F. Edwards III

For Withhold For All Except
[ ] [ ] [ ]

NOTE: If you do not wish your shares voted "For" a particular nominee,
mark the "For All Except" box and strike a line through that nominee's
name in the list above. Your shares will be voted for the remaining
nominees.

2. RATIFICATION OF THE SELECTION of Deloitte
& Touche LLP as accountants and auditors for the
current fiscal year.
For Against Abstain
[ ] [ ] [ ]

3. In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the meeting.

Mark box at right if an address change or comment has been noted
on the reverse side of this card. [ ]

COMMON COMMON

HEILIG-MEYERS COMPANY

This Proxy is Solicited on Behalf of the Board of Directors

The undersigned, revoking all previous proxies, hereby appoints Troy A.
Peery, Jr. and David W. Robertson, and each of them, proxies with
full power of substitution, to represent the undersigned at the Annual
Meeting of Shareholders of Heilig-Meyers Company (the "Company") to be
held on June 18, 1997, and to vote, as directed on the reverse, all the
shares of Common Stock of the Company which the undersigned would
be entitled to vote if personally present.

This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this
proxy will be voted FOR the election of each of the nominees named in
Proposal 1 and FOR Proposal 2.

The undersigned acknowledges receipt of the Notice of Annual Meeting
and of the Proxy Statement attached thereto.

PLEASE VOTE, DATE AND SIGN ON REVERSE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

Please sign exactly as name(s) appear(s) on the reverse. If shares are held
by two or more persons as joint tenants, any of such persons may sign.
When signing as attorney, executor, administrator, trustee, guardian,
etc., give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.

HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?

________________________________ __________________________________