Exhibit 10.1

                                AMENDMENT NO. 8

        THIS AMENDMENT NO. 8 (the  "Amendment")  dated as of September 24, 1999,
to the Credit  Agreement  referenced  below, is by and among MACSAVER  FINANCIAL
SERVICES, INC., a Delaware corporation, (the "Borrower"), HEILIG-MEYERS COMPANY,
a Virginia corporation (the "Company"), the Lenders identified therein, WACHOVIA
BANK, N.A. (formerly,  Wachovia Bank of Georgia, N.A.), as Administrative Agent,
BANK OF AMERICA, N.A. (formerly NationsBank,  N.A.), as Documentation Agent, and
CRESTAR BANK and FIRST UNION NATIONAL BANK (formerly,  First Union National Bank
of Virginia), as Co-Agents.  Terms used but not otherwise defined shall have the
meanings provided in the Credit Agreement.

                              W I T N E S S E T H

        WHEREAS, the Lenders have established a $400 million credit facility for
the benefit of the Borrower pursuant to the terms of that Credit Agreement dated
as of July 18, 1995 (as amended and modified, the "Credit Agreement")  among the
Borrower,  the Company,  the Lenders  identified  therein and  Wachovia  Bank of
Georgia, N.A., as Administrative Agent;

        WHEREAS,   the  commitments   under  the  Credit   Agreement  have  been
permanently reduced to $200 million as of the date hereof;

        WHEREAS,  the  Company  has  requested  consent to certain  dispositions
relating to its operations in the Chicago area and charges resulting  therefrom,
and  certain  other  modifications  to the Credit  Agreement  and to the Sharing
Agreement;

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

        WHEREAS,  the Required Lenders have consented to the requested  consents
and  modifications  on the  terms  and  conditions  set  forth  herein  and have
authorized the Administrative Agent to enter into this Amendment on their behalf
to give effect hereto;

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

     1. The Credit Agreement is amended and modified in the following respects:

          1.1  Consent  is given to (i) the  closing,  sale and  liquidation  of
     stores and operations of the Furniture Company and of the Homemakers stores
     in  the  Chicago   area   consistent   with  the   approach   described  in
     correspondence  from the  Company,  and (ii) use of  proceeds  of Loans and
     extensions  of credit of up to $3.5 million  under the Credit  Agreement to
     repay,  refund or otherwise  satisfy and release,  the Senior Notes and the
     FUNB  Letter of Credit  (each as  referenced  and  defined  in the  Sharing
     Agreement).

          1.2 In the  proviso  in  the  first  sentence  of  the  definition  of
     "Consolidated  Net Income",  the and immediately  preceding  clause (ii) is
     deleted,  clause (ii) is amended and a new clause (iii) is added to read as
     follows:

          , (ii) for purposes of determining  compliance  with the  Consolidated
          Net Worth  covenant of Section  7.9(a),  there  shall be included  the
          amount of any gain,  but there  shall be  excluded  the  amount of any
          loss,  realized  from  asset  sales or  dispositions,  and  (iii)  for
          purposes of  determining  compliance  with the  Consolidated  Leverage
          Ratio in Section  7.9(b) and the  Consolidated  Adjusted  Fixed Charge
          Coverage  Ratio  covenant in Section  7.9(c),  there shall be excluded
          special  charges of up to $55  million in the  aggregate  taken in the
          second (ending  August 31, 1999) and third (ending  November 30, 1999)
          fiscal  quarters  of 1999 in  connection  with the  closing,  sale and
          liquidation of stores and operations of the Furniture  Company and the
          Homemakers stores in the Chicago area more  particularly  described in
          Annex I to Amendment No. 8.

          1.3 The LOC  Committed  Amount as  referenced  and  defined in Section
     2.3(a)  is  amended  and  increased  from   THIRTY-FIVE   MILLION   DOLLARS
     ($35,000,000) to FORTY-FIVE MILLION DOLLARS ($45,000,000).

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<PAGE>

          1.4 The  Consolidated  Net Worth covenant of Section 7.9(a) is amended
     to read as follows:

               (a)  Consolidated  Net Worth.  There shall be  maintained  at all
          times a Consolidated Net Worth of not less than $515 million, plus, on
          the last day of the fiscal quarter  ending  November 30, 1999 and each
          fiscal quarter  thereafter,  an amount equal to fifty percent (50%) of
          Consolidated  Net Income for the fiscal  quarter  then ending (but not
          less than zero), such increases to cumulative.

          2. The  Administrative  Agent is authorized and directed to enter into
     Amendment  No. 1 to the  Intercreditor  and  Sharing  Agreement  for and on
     behalf of the Lenders in the form of Exhibit A attached hereto.

          3.  This  Amendment  shall  be  effective  upon  satisfaction  of  the
     following conditions:

               (a)  receipt  by  the  Administrative  Agent  of the  consent  of
          Required Lenders to this Amendment;

               (b) execution of this Amendment by the Borrower,  the Company and
          the Administrative Agent;

               (c)  receipt  by the  Administration  Agent  for the  benefit  of
          Lenders  consenting to this Agreement of an amendment fee of ten basis
          points (0.10%) on the Revolving  Commitments of Lenders  consenting to
          this Agreement; and

               (d)  evidence  of consent by LTCB as holder of the LTCB Term Loan
          to a comparable amendment and consent.

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

          5. The Borrower agrees to pay all reasonable costs and expenses of the
     Administrative  Agent in  connection  with the  preparation,  execution and
     delivery of this  Amendment,  including  without  limitation the reasonable
     fees and expenses of Moore & Van Allen, PLLC.

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

          7. This Amendment shall be deemed to be a contract made under, and for
     all purposes shall be construed in accordance with the laws of the State of
     North Carolina.

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<PAGE>


        IN WITNESS WHEREOF,  each of the parties hereto has caused a counterpart
of this  Amendment 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 /  Paige H. Wilson
                                        -------------------------
                                Name:   Paige H. Wilson
                                Title:  Senior Vice President,
                                        Treasurer & Secretary


COMPANY:                        HEILIG-MEYERS COMPANY,
                                a Virginia corporation

                                By:     / s /  Paige H. Wilson
                                        -------------------------
                                Name:   Paige H. Wilson
                                Title:  Senior Vice President,
                                        Treasurer & Secretary

ADMINISTRATIVE
 AGENT:                         WACHOVIA BANK, N.A., as Administrative Agent
                                for and on behalf of the Lenders

                                By:     / s /  Christopher C. Borin
                                        ----------------------------
                                Name:   Christopher C. Borin
                                Title:  Senior Vice President


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<PAGE>


                                    Annex I
                               to Amendment No. 8

               Description of Chicago Area Sales and Liquidations


Store                                                              Zip
Number     Location      State          Address                    Code

  585      Chicago         IL      4840 N. Broadway Street         60640
  587      Chicago         IL      6535 S. Halsted Street          60621
  588      Cottage Grove   IL      6250 S. Cottage Grove           60637
  591      Melrose Park    IL      3315 W. North Avenue            60160
  593      Milwaukee       WI      9225 N. 76th Street             53223
  634      Chicago         IL      3110 W. Grand Avenue            60622
  635      Chicago         IL      4343 S. Pulaski Street          60632
  636      Oak Lawn        IL      9605 S. Cicero Avenue           60453
  637      Dolton          IL      14931 Greenwood Road            60419
  638      Norridge        IL      4167 N. Harlem Avenue           60634
  640      Mt. Prospect    IL      One East Rand Road              60056
  642      Lombard         IL      240 E. Roosevelt Road           60148
  914      Milwaukee       WI      6700 W. Forest Home Avenue      53223
  963      Milwaukee       WI      5428 W. Fond Du Lac Avenue      53216
  978      Joliet          IL      Louis Joliet Mall,
                                   3084 Hennepin Drive             60435
  994      Waukegan        IL      1535 N. Lewis Avenue            60085
 1121      Racine          WI      4103 Durand Avenue              53405
 1190      Oak Lawn        IL      9659 S. Cicero Avenue           60453




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