EXHIBIT 10.oo

FIRST AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT

THIS FIRST AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT (the "First Amendment")
dated as of May 14, 1996 is to that Credit  Agreement  dated as of July 18, 1995
(as amended and modified hereby and as further amended and modified from time to
time  hereafter,  the  "Credit  Agreement")  by  and  among  MACSAVER  FINANCIAL
SERVICES, INC., a Delaware corporation (the "Borrower"),  HEILIG-MEYERS COMPANY,
a Virginia corporation (the "Company"),  the Lenders,  WACHOVIA BANK OF GEORGIA,
N.A., as Administrative  Agent,  NATIONSBANK,  N.A, as Documentation  Agent, and
CRESTAR BANK and FIRST UNION NATIONAL BANK OF VIRGINIA, as Co-Agents. Terms used
but not otherwise  defined herein shall have the meanings provided in the Credit
Agreement.

W I T N E S S E T H

WHEREAS,  the Lenders have, pursuant to the terms of the Credit Agreement,  made
available to the Borrower a  $400,000,000  credit  facility for the purposes set
forth therein;

WHEREAS, the Borrower has requested modification of a financial covenant; and

WHEREAS, the requested modifications require the consent of the Required
Lenders;

WHEREAS,  the  Required  Lenders for and on behalf of the Lenders have agreed to
the requested changes on the terms and conditions hereinafter set forth;

NOW,  THEREFORE,  IN  CONSIDERATION  of the premises and other good and valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

A.       The Credit Agreement is amended in the following respects:

1. The  following  definitions  are  amended or added to Section  1.1 to read as
follows:

"Applicable  Percentage"  means, for any day, the appropriate rate per annum set
forth in Schedule 2.1(d), it being understood that the Applicable Percentage for
(i) Base Rate Loans  shall be the  percentage  set forth  under the  appropriate
column entitled  "Applicable Margin for Base Rate Loans",  (ii) Eurodollar Loans
shall  be the  percentage  set  forth  under  the  appropriate  column  entitled
"Applicable Margin for Eurodollar Loans" and (iii) the Facility Fee shall be the
percentage  set  forth  under  the  appropriate   column  entitled   "Applicable
Percentage for Facility Fee".  The Applicable  Percentages  shall be adjusted on
the following dates (each being an "Interest Determination Date"):

(i) where the Company has a senior  unsecured  (non-credit  enhanced)  long term
debt rating from both S&P and Moody's,  five (5) days after receipt of notice by
the Administrative Agent of a change in any such debt rating, based on such debt
ratings;


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(ii) where the Company previously had a senior unsecured  (non-credit  enhanced)
long term debt rating from both S&P and  Moody's,  but either or both of S&P and
Moody's withdraws its rating,  five (5) days after receipt by the Administrative
Agent of notice of the withdrawal of such debt rating,  based on the information
contained  in the most  recent  annual or  quarterly  financial  statements  and
related certificates provided in accordance with Sections 7.1(a) and 7.1(b); and

(iii) where the Company does not have a senior unsecured  (non-credit  enhanced)
long term debt rating from both S&P and Moody's, five (5) days after the date of
delivery  of  the  annual  and  quarterly   financial   statements  and  related
certificates  provided in accordance with Section 7.1(a) and 7.1(b),  but not in
any event to a date  later  than the date 5 days  after  the date by which  such
financial  statements and related  certificates  are due in accordance  with the
terms thereof, based on the information contained in such financial statements.

The Applicable Percentage shall be effective from an Interest Determination Date
until the next such Interest  Determination Date. The Administrative Agent shall
determine the appropriate  Applicable  Percentages  promptly upon receipt of the
notices and information  necessary to make such determination and shall promptly
notify the Borrower and the Lenders of any change thereof.  Such  determinations
by the  Administrative  Agent shall be conclusive  absent  manifest  error.  The
Applicable  Percentage  from May 14, 1996 (being the effective date of the First
Amendment  to Credit  Agreement)  shall be based on Pricing  Level II assuming a
Fixed Charge  Coverage  Ratio of less than  1.6:1.0,  subject to  adjustment  as
provided herein.

"Pricing Level" means the applicable pricing Level for the Applicable Percentage
shown in Schedule 2.1(d).

2. The first clause of Section  2.2(a)  preceding the proviso is amended to read
as follows:

During the Commitment Period,  subject to the terms and conditions hereof,  from
such time as the  Company  shall have  attained,  and for so long as the Company
shall maintain

(A)  Pricing  Level I or II  status,  where the  Company  does not have a senior
unsecured (non-credit enhanced) long term debt rating from both S&P and Moody's,
or

(B)  Pricing  Level I, II,  III or IV  status,  where the  Company  has a senior
unsecured (non-credit enhanced) long term debt rating from both S&P and Moody's,

the  Borrower  may from time to time  request  and each  Lender may, in its sole
discretion, agree to make, Competitive Loans to the Borrower;

3.  Subsection  (e) of Section 7.7 is  renumbered  as  subsection  (f) and a new
subsection (e) is added to read as follows:

(e)  promptly  notify  the  Administrative  Agent  of the  issuance  of a senior
unsecured  (non-credit  enhanced) long term debt rating by S&P or Moody's and of
any change in or withdrawal of such rating,  together with any correspondence or
evidence thereof from S&P or Moody's;

4. The  financial  covenant  in  Section  7.9(b)  relating  to the Fixed  Charge
Coverage Ratio is amended to read as follows:

(b)      Fixed Charge Coverage Ratio.  As of the end of each fiscal quarter,
         there shall be maintained a Fixed Charge Coverage Ratio of at least:

For fiscal quarters ending
  prior to May 31, 1996                              1.5:1.0

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From the fiscal quarter ending
  May 31, 1996 through the
  fiscal quarter ending
  February 28, 1997                                  1.25:1.0

For fiscal quarters ending after
  February 28, 1997                                  1.5:1.0

5. new Schedule  2.1(d) is added to the Credit  Agreement  in the form  attached
hereto.

B. The Company and the Borrower hereby certify that as of the date hereof:

(i) the representations and warranties  contained in the Credit Agreement (other
than those which expressly relate to a prior period) are true and correct in all
material respects; and

(ii) No Default or Event of Default currently exists and is continuing.

C. The  effectiveness of this First Amendment is conditioned upon receipt by the
Administrative Agent of the following:

(a)      copies of this First Amendment executed by the Company, the Borrower
         and the Required Lenders;

(b)      copies of resolutions of the Company and the Borrower approving the
         terms, and authorizing execution and delivery, of this First Amendment;

(c)      legal opinions of counsel to the Company and the Borrower regarding the
         enforceability of this First Amendment; and

(d)      an amendment fee of $100,000 (representing 2.5 b.p. on the total
         aggregate Revolving Committed Amount)for the ratable benefit of the
         Lenders.

D. The Company  joins in the  execution of this First  Amendment  for  purposes,
among other things,  of acknowledging  and consenting to the terms of this First
Amendment and reaffirming its guaranty  obligations  under the Credit Agreement,
as amended hereby.

E. The Company and the Borrower  will execute such  additional  documents as are
reasonably  requested  by the  Administrative  Agent to  reflect  the  terms and
conditions of this First Amendment.

F.  Except as modified  hereby,  all of the terms and  provisions  of the Credit
Agreement (and Exhibits) remain in full force and effect.

G. The Company and the Borrower agree to pay all  reasonable  costs and expenses
in  connection  with the  preparation,  execution  and  delivery  of this  First
Amendment,  including  without  limitation the  reasonable  fees and expenses of
Moore & Van Allen, PLLC.

H. This First Amendment may be executed in any number of  counterparts,  each of
which when so executed  and  delivered  shall be deemed an original and it shall
not be necessary  in making proof of this First  Amendment to produce or account
for more than one such counterpart.

I. This First Amendment and the Credit  Agreement,  as amended hereby,  shall be
deemed to be contracts  made under,  and for all purposes  shall be construed in
accordance with, the laws of the State of North Carolina.

IN WITNESS WHEREOF,  each of the parties hereto has caused a counterpart of this
First Amendment to Credit Agreement to be duly executed under seal and delivered
as of the date and year first above written.

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BORROWER:
MACSAVER FINANCIAL SERVICES, INC.
a Delaware corporation


By                /s/ D.V. Bhavnagri
                  Dossi V. Bhavnagri,
                  Vice President



COMPANY:
HEILIG-MEYERS COMPANY,
a Virginia corporation


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

ADMINISTRATIVE AGENT:


WACHOVIA BANK OF GEORGIA, N.A.,
in its capacity as Administrative Agent


By                /s/ [signature illegible]

Title             Vice President


DOCUMENTATION
AGENT:                     NATIONSBANK, N.A.,
in its capacity as Documentation Agent


By                /s/ Marty V. Mitchell

Title             Vice President

CO-AGENTS:                 CRESTAR BANK,
in its capacity as Co-Agent


By                /s/ [signature illegible]

Title             Senior Vice President


FIRST UNION NATIONAL BANK OF VIRGINIA,
in its capacity as Co-Agent


By                /s/ [signature illegible]

Title             Senior Vice President

LENDERS:          WACHOVIA BANK OF NORTH CAROLINA, N.A.

By                /s/ [signature illegible]

Title             Senior Vice President


NATIONSBANK, N.A.



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By                /s/ Marty V. Mitchell

Title             Vice President


CRESTAR BANK


By                /s/ [signature illegible]

Title             Senior Vice President


FIRST UNION NATIONAL BANK OF VIRGINIA


By                /s/ [signature illegible]

Title             Senior Vice President


BANK OF AMERICA NATIONAL TRUST AND
  SAVINGS ASSOCIATION


By                /s/ [signature illegible]

Title             Senior Vice President


NBD BANK


By                /s/ [signature illegible]

Title             Authorized Agent


TRUST COMPANY BANK


By                /s/ [signature illegible]

Title             Assistant Vice President

By                /s/ [signature illegible]

Title             Vice President


SIGNET BANK
(formerly known as Signet Bank/Virginia)


By                /s/ William D. Garrison

Title             Senior Vice President


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PNC BANK, NATIONAL ASSOCIATION


By                /s/ [signature illegible]

Title             Vice President

CREDIT LYONNAIS CAYMAN ISLAND BRANCH


By                /s/ Robert Ivosevich

Title             


CREDIT LYONNAIS ATLANTA AGENCY


By                /s/ Robert Ivosevich

Title             Senior Vice President


THE FUJI BANK, LIMITED - NEW YORK BRANCH


By                

Title             


THE BOATMEN'S NATIONAL BANK OF ST. LOUIS


By                /s/ [signature illegible]

Title             Corporate Banking Officer


THE MITSUBISHI BANK, LIMITED


By                /s/ [signature illegible]

Title             Vice President


THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED


By                /s/ John J. Sullivan

Title             Joint General Manager


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