EXHIBIT 3.a

                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                              HEILIG-MEYERS COMPANY

                                  (As Amended)

                                                         ARTICLE I


                  The  name  of  the   Corporation  is   Heilig-Meyers   Company
(hereinafter called the "Corporation").

                                   ARTICLE II

         The purposes for which the Corporation is organized are as follows:  to
manufacture,   buy,  sell,  renovate,  import,  export  and  generally  deal  in
furniture,   household  and  kindred  furnishings,   floor  coverings,  bedding,
appliances,  electronic  equipment  and jewelry,  and generally to engage in the
business of interior  decorating  and household  furnishings of every nature and
description, and to do all things incidental to the foregoing.

         The  Corporation  may,  and  shall  have the  power  to,  engage in any
business and do anything not prohibited by law or required to be stated in these
Articles.

                                   ARTICLE III

         The aggregate  number of shares of capital stock which the  Corporation
shall have authority to issue is 3,000,000  shares of Preferred Stock, par value
$10.00 per share,  and 250,000,000  shares of Common Stock,  par value $2.00 per
share.

         A.  Preferred  Stock.  Authority  is  expressly  vested in the Board of
Directors to divide the  Preferred  Stock into,  and issue same in,  series and,
within the following  limitation,  to fix and determine the relative  rights and
preferences of the shares of any series so  established,  and to provide for the
issuance hereof. Each series shall be so designated as to distinguish the shares
thereof  from the  shares of all other  series  and  classes.  All shares of the
Preferred  Stock shall be identical  except as to the following  relative rights
and preferences, as to which there may be variations between different series:

                  (i) The  rate  of  dividend,  the  time  of  payment,  whether
dividends  shall be  cumulative  and if so,  the dates  from which they shall be
cumulative, and the extent of participation rights, if any;

                  (ii) Any  right to vote  with  holders  of shares of any other
series  or class  and any  right to vote as a class,  either  generally  or as a
condition to specified corporate action;

                  (iii)  The  price at and the  terms  and  conditions  on which
shares may be redeemed;

                  (iv) The amount  payable upon shares in event of  involuntary
liquidation;

                  (v) the  amount  payable  upon  shares  in event of  voluntary
liquidation;

                  (vi) Sinking fund provisions for the redemption or purchase of
shares; and

                  (vii)  The  terms  and  conditions  on  which  shares  may  be
converted,  if the  shares  of any  series  are  issued  with the  privilege  of
conversion.

         Prior to the issuance of any shares of a series of Preferred  Stock the
Board of  Directors  shall  establish  such  series  by  adopting  a  resolution
(hereinafter called an "Issuing  Resolution")  setting forth the designation and
number of shares of the series and the relative rights and preferences  thereof,


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to the extent permitted by the provisions hereof, and the Corporation shall file
in the office of the State Corporation Commission of Virginia articles of serial
designation  as  required  by law,  and  the  Commission  shall  have  issued  a
certificate of serial designation.

         All series of  Preferred  Stock shall rank on a parity as to  dividends
and assets with all other series according to the respective  dividend rates and
amounts  distributable  upon any  voluntary or  involuntary  liquidation  of the
Corporation  fixed for each such series,  and without the preference or priority
of any series over any other series; but all shares of the Preferred Stock shall
be  preferred   over  the  Common  Stock  as  to  both   dividends  and  amounts
distributable  upon any voluntary or involuntary  liquidation of the Corporation
to the extent provided in any articles of serial designation applicable thereto.

         B. Common Stock. Except as required by law or as permitted by the terms
of any Issuing  Resolution  creating any series of voting  Preferred  Stock, the
holders of Common  Stock  shall,  to the  exclusion  of the holders of any other
class or series  of stock of the  Corporation,  have the sole and full  power to
vote for the election of directors  and for all other  purposes.  Each holder of
Common  Stock shall be entitled to one vote for each share of such stock held by
him.

                                   ARTICLE IV

         The  holders  of the  capital  stock of the  Corporation  shall have no
preemptive or preferential  rights to purchase or subscribe to (i) any shares of
capital stock of the Corporation,  whether now or hereafter authorized, (ii) any
warrants,  rights or options to purchase  capital stock of the  Corporation,  or
(iii) any  obligations  convertible  into such capital  stock or into  warrants,
rights or options to purchase such capital stock.


                                    ARTICLE V

                     LIMIT ON LIABILITY AND INDEMNIFICATION

         1.       Definitions.  For purposes of this Article, the following
                  definitions shall apply:

                  (a)   "corporation"   means  this   Corporation  only  and  no
predecessor entity or other legal entity;

                  (b) "expenses"  include counsel fees, expert witness fees, and
costs of  investigation,  litigation and appeal, as well as any amounts expended
in asserting a claim for indemnification;

                  (c)  "liability"  means  the  obligation  to  pay a  judgment,
settlement,  penalty,  fine,  or  other  such  obligation,   including,  without
limitation, any excise tax assessed with respect to an employee benefit plan;

                  (d) "legal  entity" means a  corporation,  partnership,  joint
venture, trust, employee benefit plan or other enterprise;

                  (e) "predecessor entity" means a legal entity the existence of
which ceased upon its  acquisition by the  Corporation in a merger or otherwise;
and

                  (f) "proceeding" means any threatened,  pending,  or completed
action, suit,  proceeding or appeal whether civil,  criminal,  administrative or
investigative and whether formal or informal.

         2. Limit On  Liability.  In every  instance  permitted  by the Virginia
Stock  Corporation  Act,  as it exists on the date  hereof or may  hereafter  be
amended,  the  liability  of a director  or officer  of the  Corporation  to the
Corporation or its shareholders arising out of a single transaction,  occurrence
or course of conduct shall be eliminated.

         3.  Indemnification  of Directors and Officers.  The Corporation  shall
indemnify  any  individual  who is, was or is threatened to be made a party to a

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proceeding  (including  a  proceeding  by or in the  right  of the  Corporation)
because such  individual is or was a director or officer of the  Corporation  or
because such  individual  is or was serving the  Corporation  or any other legal
entity in any  capacity  at the request of the  Corporation  while a director or
officer of the  Corporation  against all  liabilities  and  reasonable  expenses
incurred in the proceeding, except such liabilities and expenses as are incurred
because of such  individual's  willful  misconduct  or knowing  violation of the
criminal law.  Service as a director or officer of a legal entity  controlled by
the Corporation  shall be deemed service at the request of the Corporation.  The
determination that  indemnification  under this Section 3 is permissible and the
evaluation  as to the  reasonableness  of expenses  in a specific  case shall be
made,  in the case of a  director,  as  provided  by law,  and in the case of an
officer, as provided in Section 4 of this Article; provided,  however, that if a
majority of the directors of the  Corporation  has changed after the date of the
alleged conduct giving rise to a claim for  indemnification,  such determination
and evaluation shall, at the option of the person claiming  indemnification,  be
made by special  legal  counsel  agreed upon by the Board of Directors  and such
person.  Unless  a  determination  has been  made  that  indemnification  is not
permissible, the Corporation shall make advances and reimbursements for expenses
incurred by a director or officer in a proceeding upon receipt of an undertaking
from such director or officer to repay the same if it is  ultimately  determined
that  such  director  or  officer  is  not  entitled  to  indemnification.  Such
undertaking shall be an unlimited,  unsecured general obligation of the director
or  officer  and shall be  accepted  without  reference  to such  director's  or
officer's  ability  to  make  repayment.  The  termination  of a  proceeding  by
judgment,  order, settlement,  conviction,  or upon a plea of nolo contendere or
its  equivalent  shall not of itself  create a  presumption  that a director  or
officer  acted in such a manner as to make such  director or officer  ineligible
for  indemnification.  The  Corporation  is authorized to contract in advance to
indemnify  and make  advances  and  reimbursements  for  expenses  to any of its
directors or officers to the same extent provided in this Section 3.

         4.  Indemnification  of Others. The Corporation may, to a lesser extent
or the same  extent  that it is  required  to provide  indemnification  and make
advances and  reimbursements for expenses to its directors and officers pursuant
to Section 3, provide  indemnification  and make advances and reimbursements for
expenses to its employees and agents,  the  directors,  officers,  employees and
agents of its subsidiaries and predecessor entities,  and any person serving any
other legal  entity in any capacity at the request of the  Corporation,  and may
contract in advance to do so. The determination that indemnification  under this
Section 4 is permissible,  the  authorization  of such  indemnification  and the
evaluation as to the reasonableness of expenses in a specific case shall be made
as  authorized  from time to time by general or specific  action of the Board of
Directors, which action may be taken before or after a claim for indemnification
is made, or as otherwise  provided by law. No person's rights under Section 3 of
this Article shall be limited by the provisions of this Section 4.

         5. Miscellaneous. The rights of each person entitled to indemnification
under this Article shall inure to the benefit of such person's heirs,  executors
and administrators.  Special legal counsel selected to make determinations under
this  Article may be counsel for the  Corporation.  Indemnification  pursuant to
this Article  shall not be exclusive  of any other right of  indemnification  to
which any person may be entitled,  including indemnification pursuant to a valid
contract,  indemnification  by legal  entities  other than the  Corporation  and
indemnification  under  policies of insurance  purchased  and  maintained by the
Corporation or others.  However,  no person shall be entitled to indemnification
by the  Corporation  to the  extent  such  person  is  indemnified  by  another,
including an insurer.  The  Corporation  is  authorized to purchase and maintain
insurance against any liability it may have under this Article or to protect any
of the persons named above  against any liability  arising from their service to
the  Corporation  or any other legal  entity at the  request of the  Corporation
regardless of the Corporation's  power to indemnify against such liability.  The
provisions of this Article shall not be deemed to preclude the Corporation  from
entering into contracts otherwise permitted by law with any individuals or legal
entities,  including  those named above. If any provision of this Article or its
application  to any  person  or  circumstance  is held  invalid  by a  court  of
competent  jurisdiction,  the  invalidity  shall not affect other  provisions or
applications of this Article, and to this end the provisions of this Article are
severable.

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         6.  Application;  Amendments.  The  provisions of this Article shall be
applicable from and after its adoption even though some or all of the underlying
conduct  or  events  relating  to a  proceeding  may have  occurred  before  its
adoption.  No amendment,  modification  or repeal of this Article shall diminish
the rights  provided  hereunder  to any person  arising  from  conduct or events
occurring before the adoption of such amendment, modification or repeal.

                                   ARTICLE VI

         The number of  directors  shall be fixed by Bylaw or in the  absence of
such a Bylaw shall be ten (10).

                                   ARTICLE VII

         Pursuant  to a  resolution  adopted  by the Board of  Directors  of the
Corporation  on February  17, 1988,  a Series A of  Preferred  Stock,  par value
$10.00 per share,  was  designated as set forth below,  the shares of which have
the rights and preferences set forth following the designation:

I.  Designation  and Amount.  The shares of such series shall be  designated  as
"Cumulative  Participating Preferred Stock, Series A" (the "Series A Stock") and
the number of shares  constituting such series shall be 750,000.  Such number of
shares may be increased or decreased by  resolution  of the Board of  Directors;
provided,  that no  decrease  shall  reduce the number of shares of the Series A
Stock to a number less than that of the shares then outstanding.

II.      Dividends and Distributions.

         A. The holders of shares of the Series A Stock,  in  preference  to the
holders of Common  Stock,  par value $2.00 per share,  of the  Corporation  (the
"Common  Stock") and of any other  junior  stock,  shall be entitled to receive,
when,  as and if  declared  by the  Board  of  Directors  out of  funds  legally
available for the purpose,  quarterly dividends payable in cash on the fifteenth
day (or, if not a business  day, the  preceding  business  day) of March,  June,
September and December in each year (each such date being  referred to herein as
a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment  Date after the first  issuance of a share or fraction of a share of the
Series A Stock,  in an amount per share  (rounded to the nearest  cent) equal to
the  greater  of (a)  $1.00  or (b)  subject  to the  provision  for  adjustment
hereinafter  set forth,  100 times the  aggregate  per share  amount of all cash
dividends, and 100 times the aggregate per share amount (payable in kind) of all
non-cash  dividends  or other  distributions,  other than a dividend  payable in
shares of Common Stock,  or a subdivision  of the  outstanding  shares of Common
Stock (by reclassification or otherwise), declared on the Common Stock since the
immediately  preceding  Quarterly  Dividend Payment Date or, with respect to the
first Quarterly  Dividend Payment Date, since the first issuance of any share or
fraction of a share of the Series A Stock. In the event the Corporation shall at
any time after the first  issuance  of any share or  fraction  of a share of the
Series A Stock  declare or pay any dividend on Common Stock payable in shares of
Common Stock,  or effect a subdivision or combination  or  consolidation  of the
outstanding  shares of Common Stock (by  reclassification  or otherwise  than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock,  then in each such case the amount per share to which
holders of shares of the Series A Stock  shall be entitled  under  clause (b) of
the preceding  sentence shall be adjusted by multiplying the amount per share to
which holders of shares of the Series A Stock were entitled immediately prior to
such  event  under  clause  (b) of the  preceding  sentence  by a  fraction  the
numerator  of  which  is the  number  of  shares  of  Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event.

         B. The  Corporation  shall  declare a dividend or  distribution  on the
Series A Stock as provided in paragraph (A) of this Section immediately after it
declares a dividend or  distribution  on the Common Stock (other than a dividend
payable in shares of Common  Stock);  provided that, in the event no dividend or
distribution  shall have been  declared  on the Common  Stock  during the period
between any Quarterly  Dividend  Payment Date and the next subsequent  Quarterly
Dividend Payment Date, a dividend of $1.00 per share on the Series A Stock shall


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nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

         C.  Dividends  shall begin to accrue and be cumulative  on  outstanding
shares of the  Series A Stock  from the  Quarterly  Dividend  Payment  Date next
preceding  the date of issue of such  shares of the  Series A Stock,  unless the
date of issue of such shares is prior to the record date for the first Quarterly
Dividend  Payment  Date,  in which case  dividends on such shares shall begin to
accrue from the date of issue of such  shares,  or unless the date of issue is a
Quarterly  Dividend  Payment  Date or is a date  after the  record  date for the
determination  of holders of shares of the Series A Stock  entitled to receive a
quarterly dividend and before such Quarterly Dividend Payment Date, in either of
which events such  dividends  shall begin to accrue and be cumulative  from such
Quarterly  Dividend  Payment Date.  Accrued but unpaid  dividends shall not bear
interest.  Dividends  paid on the shares of the Series A Stock in an amount less
than the total amount of such  dividends at the time accrued and payable on such
shares  shall be  allocated  pro rata on a  share-by-share  basis among all such
shares at the time outstanding. The Board of Directors may fix a record date for
the determination of holders of shares of the Series A Stock entitled to receive
payment of a dividend or distribution declared thereon,  which record date shall
be not more than 60 days prior to the date fixed for the payment thereof.

III.  Voting Rights.  The holders of shares of the Series A Stock shall have the
following voting rights:

         A. Subject to the provision for adjustment  hereinafter set forth, each
share of the Series A Stock shall entitle the holder thereof to 100 votes on all
matters submitted to a vote of the shareholders of the Corporation. In the event
the  Corporation  shall at any time  after  the first  issuance  of any share or
fraction of a share of the Series A Stock  declare or pay any dividend on Common
Stock payable in shares of Common Stock,  or effect a subdivision or combination
or consolidation of the outstanding shares of Common Stock (by  reclassification
or  otherwise  than by payment of a dividend  in shares of Common  Stock) into a
greater or lesser number of shares of Common  Stock,  then in each such case the
number of votes per share to which holders of shares of the Series A Stock shall
be entitled  shall be adjusted by  multiplying  the number of votes per share to
which holders of shares of the Series A Stock were entitled immediately prior to
such  event by a  fraction  the  numerator  of which is the  number of shares of
Common Stock  outstanding  immediately  after such event and the  denominator of
which is the number of shares of Common Stock that were outstanding  immediately
prior to such event.

         B. Except as otherwise provided herein or by law, the holders of shares
of the  Series A Stock and the  holders  of shares of Common  Stock  shall  vote
together as one class on all matters  submitted to a vote of shareholders of the
Corporation.

         C. Except as set forth herein, holders of the Series A Stock shall have
no special voting rights and their consent shall not be required  (except to the
extent  they are  entitled  to vote with  holders  of Common  Stock as set forth
herein) for taking any corporate action.

IV.      Certain Restrictions.

         A. Whenever  quarterly  dividends or other  dividends or  distributions
payable  on the  Series  A Stock  as  provided  in  Section  II are in  arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not  declared,  on shares of the Series A Stock  outstanding  shall have been
paid in full, the Corporation shall not:

                  (i) declare,  set apart or pay  dividends on or make any other
         distributions on the Common Stock or any shares of stock ranking junior
         (either as to dividends or upon liquidation, dissolution or winding up)
         to the Series A Stock;

                  (ii)   declare  or  pay   dividends   on  or  make  any  other
         distributions  on any shares of stock ranking on a parity (either as to
         dividends  or upon  liquidation,  dissolution  or winding  up) with the


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         Series A Stock, except dividends paid ratably on the Series A Stock and
         all such parity stock on which  dividends  are payable or in arrears in
         proportion to the total amounts to which the holders of all such shares
         are then entitled; or

                  (iii)   redeem  or   purchase   or   otherwise   acquire   for
         consideration  shares of the Series A Stock,  any such parity  stock or
         any stock ranking junior  (either as to dividends or upon  liquidation,
         dissolution or winding up) with the Series A Stock, or set aside for or
         pay to any sinking fund therefor.

         B. The  Corporation  shall not permit any subsidiary of the Corporation
to purchase or otherwise  acquire for  consideration  any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section IV
purchase or otherwise acquire such shares at such time and in such manner.

V.  Reacquired  Shares.  Any shares of the Series A Stock purchased or otherwise
acquired  by the  Corporation  in any manner  whatsoever  shall be  retired  and
cancelled  promptly after the  acquisition  thereof.  All such shares shall upon
their cancellation became authorized but unissued shares of Preferred Stock, par
value  $10.00 per share and may be  reissued  as a new series or a part of a new
series of  Preferred  Stock,  par value  $10.00  per  share,  to be  created  by
resolution or resolutions of the Board of Directors.

VI. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or
winding up of the Corporation,  no distribution shall be made (1) to the holders
of shares of Common Stock or of stock ranking  junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Stock unless, prior
thereto,  the  holders of shares of the Series A Stock  shall have  received  an
amount  per share  equal to the  greater of (a)  $11,000  or (b)  subject to the
provision for adjustment  hereinafter set forth,  100 times the aggregate amount
to be distributed  per share to holders of Common Stock,  plus in each such case
an amount  equal to accrued  and unpaid  dividends  and  distributions  thereon,
whether or not declared,  to the date of such payment,  or (2) to the holders of
stock  ranking  on a  parity  (either  as  to  dividends  or  upon  liquidation,
dissolution or winding up) with the Series A Stock,  except  distributions  made
ratably on the Series A Stock and all other such parity stock in  proportion  to
the total amounts to which the holders of all such shares are entitled upon such
liquidation,  dissolution or winding up. In the event the  Corporation  shall at
any time after the first  issuance  of any share or  fraction  of a share of the
Series A Stock  declare or pay any dividend on Common Stock payable in shares of
Common Stock,  or effect a subdivision or combination  or  consolidation  of the
outstanding  shares of Common Stock (by  reclassification  or otherwise  than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock, then in each such case the aggregate amount per share
to which  holders of shares of the Series A Stock  shall be  entitled  under the
provision  of  clause  (1)  of the  preceding  sentence  shall  be  adjusted  by
multiplying  the  amount  per share to which  holders  of shares of the Series A
Stock  would  have  been  entitled  immediately  prior to such  event  under the
provision of clause (1) of the preceding sentence by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the  denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

VII.  Consolidation,  Merger,  etc. In case the Corporation shall enter into any
consolidation,  merger,  combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or  securities,  cash
and/or  any other  property,  then in any such case the  shares of the  Series A
Stock shall at the same time be similarly  exchanged or changed in an amount per
share (subject to the provision for adjustment  hereinafter  set forth) equal to
100 times the  aggregate  amount of stock,  securities,  cash  and/or  any other
property  (payable  in kind),  as the case may be,  into which or for which each
share of Common  Stock is changed  or  exchanged.  In the event the  Corporation
shall at any time after the first  issuance  of any share or fraction of a share
of the Series A Stock  declare or pay any  dividend on Common  Stock  payable in


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share of Common Stock,  or effect a subdivision or combination or  consolidation
of the  outstanding  shares of Common Stock (by  reclassification  or otherwise)
into a greater  or lesser  number of shares of Common  Stock,  then in each such
case the amount set forth in the preceding sentence with respect to the exchange
or change of shares of the Series A Stock shall be adjusted by multiplying  such
amount by a fraction  the  numerator  of which is the number of shares of Common
Stock  outstanding  immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding  immediately prior to
such event.

VIII. No Redemption. The shares of the Series A Stock shall not be redeemable.

IX.  Amendment.  The Articles of Incorporation  of the Corporation  shall not be
amended  in any  manner  which  would  materially  alter or change  the  powers,
preferences  or  special  rights  of the  Series  A Stock so as to  affect  them
adversely without the affirmative vote of the holders of more than two-thirds of
the outstanding shares of the Series A Stock, voting together as a single voting
group.
                                  ARTICLE VIII

                            VOTE TO AMEND OR RESTATE

         As to each voting group entitled to vote on an amendment or restatement
of these Articles of  Incorporation  the vote required for approval shall be (i)
the vote  required by the Virginia  Stock  Corporation  Act (as applied  without
regard to the  effect  of clause  (iii) of this  Article)  if the  effect of the
amendment  or  restatement  is (a) to reduce the  shareholder  vote  required to
approve a merger, a statutory share exchange, a sale of all or substantially all
of the assets of the Corporation or the dissolution of the  Corporation,  or (b)
to delete  all or any part of this  clause  (i) of this  Article;  (ii) the vote
required  by the terms of these  Articles  of  Incorporation,  as  amended or as
restated  from time to time,  if such terms  require the approval of more than a
majority of the votes entitled to be cast thereon by such voting group; or (iii)
a majority of the votes  entitled to be cast  thereon if neither  clause (i) nor
clause (ii) of this Article is applicable.


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