EXHIBIT 10.pp

SECOND AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT

THIS  SECOND   AMENDMENT  AND  RESTATEMENT  OF  CREDIT  AGREEMENT  (the  "Second
Amendment")  dated as of January 8, 1997 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 certain modifications to the Credit
Agreement; 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.       Section 8.1(v) of the Credit Agreement is amended to read as follows:

(v)      Funded Debt of a Subsidiary of the Company payable to the Company or to
another Subsidiary of the
Company; and

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 Second Amendment is conditioned upon receipt by the
Administrative Agent of the following:

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

D. The Company  joins in the  execution of this Second  Amendment  for purposes,
among other things,  of acknowledging and consenting to the terms of this Second
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 Second Amendment.

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

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

H. This Second 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 Second  Amendment to produce or account
for more than one such counterpart.

I. This Second 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
Second  Amendment  to  Credit  Agreement  to be duly  executed  under  seal  and
delivered as of the date and year first above written.


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             Assistant Vice President


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


By                /s/ [signature illegible]

Title             Executive Vice President


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


By                /s/ [signature illegible]

Title             Senior Vice President


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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.


By                /s/ [signature illegible]

Title             Executive 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             Vice President

NBD BANK


By                /s/ [signature illegible]

Title             Authorized Agent


TRUST COMPANY BANK


By                   

Title               

By               

Title            

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SIGNET BANK
(formerly known as Signet Bank/Virginia)


By                /s/ William D. Garrison

Title             Senior Vice President


PNC BANK, NATIONAL ASSOCIATION


By                

Title               

CREDIT LYONNAIS CAYMAN ISLAND BRANCH


By                /s/ [signature illegible]

Title             Authorized Signature


CREDIT LYONNAIS ATLANTA AGENCY


By                /s/ [signature illegible]

Title             First Vice President & Manager


THE FUJI BANK, LIMITED - NEW YORK BRANCH


By                /s/ [signature illegible]

Title             Vice President and Manager


THE BOATMEN'S NATIONAL BANK OF ST. LOUIS


By                /s/ [signature illegible]

Title             Corporate Banking Officer


THE MITSUBISHI BANK, LIMITED


By                

Title             

THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED


By                /s/ John J. Sullivan

Title             Joint General Manager




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