EXHIBIT 3.e.



                                     BY-LAWS

                                       OF

                              HEILIG-MEYERS COMPANY

                               ARTICLE 1 - OFFICES


          A. The principal  office of the  Corporation  shall be at 2235 Staples
Mill Road,  Richmond,  Virginia.  The  Corporation may also have offices at such
other places, within or without the State of Virginia, as the Board of Directors
may, from time to time, appoint, or the business of the Corporation may require.
          B. The  registered  office  of the  Corporation  shall be its  initial
registered  office as shown in the  Articles of  Incorporation  or at such other
place in Virginia as the Board of Directors shall,  from time to time,  appoint,
and may, but need not, be at the principal office of the Corporation.

                     ARTICLE II - STOCK AND OTHER SECURITIES

          A.  Certificates  of Stock shall be in such form as is required by law
and approved by the Board of Directors.  Each stockholder shall be entitled to a
certificate  signed  by either  the  Chairman  of the Board and Chief  Executive
Officer  or a Vice  President,  and by  either  the  Treasurer  or an  Assistant
Treasurer  or the  Secretary  or an  Assistant  Secretary  or any other  officer
authorized by resolution of the Board of Directors.  Each  certificate  may (but
need not) be sealed with the seal of the Corporation or a facsimile thereof.
          B. The signatures of the officers upon a stock certificate, bond, note
or  debenture  issued  by  the  Corporation  may be  facsimiles  if  such  stock
certificate is  countersigned  by a transfer agent or registered by a registrar,
other than the Corporation itself or an employees of the Corporation, or if such
bond,  note or debenture is  countersigned  or  otherwise  authenticated  by the
signature  of a trustee.  If any  officer  who has  signed,  or whose  facsimile
signature has been placed upon, a stock  certificate,  bond,  note or debenture,
shall be  ceased to be such  officer  before  such  certificate,  bond,  note or
debenture is issued, or may be issued by the Corporation with the same effect as
if he were such officer at the date of its issue.
          C. Only  stockholders  of record  on the stock  transfer  books of the
Corporation shall be entitled to be treated by the Corporation as the holders of
the stock standing in their respective  names, and except to the extent, if any,
required  by law,  the  Corporation  shall not be  obligated  to  recognize  any
equitable  or other claim to, or interest in, any share on the part of any other
person, whether or not it shall have express or other notice thereof.
          D.  Transfers of stock shall be made on the stock  transfer books only
upon surrender of the certificate therefor, endorsed or accompanied by a written
assignment   signed  by  the  holder  of  record  or  by  his  duly   authorized
attorney-in-fact. The Board of Directors may, from time to time, make reasonable
regulations governing transfers of stock and other securities. No share shall be
transferred,  unless  otherwise  required by law, if such transfer would violate
the terms of any  written  agreement  to which the  Corporation,  and either the
transferor or transferee, is a party.
          E.       In case of the loss, mutilation or destruction of a stock
certificate, bond, note or debenture, a duplicate may be issued upon such
terms, and bearing such legend, if any, as the Board of Directors may
lawfully prescribe.
(page 57)


                       ARTICLE III - STOCKHOLDERS' MEETING

          A. Meetings of the stockholders  shall be held at the principal office
of the  Corporation,  or at such other  place,  within or  without  the State of
Virginia,  as the Board of Directors may  designate  from time to time. At least
ten (10) days before each meeting, a complete list of the stockholders  entitled
to vote at such meeting, or any adjournment thereof, with the address and number
of shares held by each, shall be prepared, kept on file subject to inspection by
any stockholder  during regular  business hours, at the principal  office of the
Corporation  or its  registered  office or the office of its  transfer  agent or
registrar.
          B. The annual meeting of the stockholders  shall be held on the second
Wednesday of July of each year (and if such day is a legal holiday,  on the next
business  day) or such other date as may be set by the Board of  Directors,  for
the purpose of electing  Directors and  transacting  such other  business as may
properly come before the meeting.
          C.       Special meetings of the stockholders may be called by the
Chairman of the Board and Chief Executive Officer, the President, the
Secretary or the Board of Directors.
          D. Written notice stating the place, day and hour of the meeting, and,
in the  case  of a  special  meeting  (or  required  by law or the  Articles  of
Incorporation  or these By-Laws),  the purpose or purposes for which the meeting
was called, shall be given to each stockholder entitled to vote at such meeting.
Such notice shall be given either  personally or by mail, by or at the direction
of the  officer or other  person or persons  calling  the  meeting not more than
fifty  (50)  days nor less  than ten (10) days  before  the date of the  meeting
(except  that such  notice  shall be given not less than  twenty-five  (25) days
before a  meeting  called to act on a plan of  merger  of  consolidation,  or on
proposal to amend the Articles of Incorporation or to reduce stated capital,  or
to sell,,  lease,  exchange,  mortgage or pledge for a consideration  other than
money,  all or substantially  all the property or assets of the Corporation,  if
not in the usual and regular  course of its  business  and such notice  shall be
accompanied by a copy of any proposed amendment or plan of reduction,  merger or
consolidation).  Notice to a stockholder shall be deemed given when deposited in
the United States mail,  with postage  prepaid,  addressed to the stockholder at
his address as it appears on the stock transfer books of the Corporation.
          Any  stockholder  who  attends a  meeting  shall be deemed to have had
timely and proper  notice of the  meeting,  unless the  attends  for the express
purpose of objecting to the  transaction of any business  because the meeting is
not lawfully called or convened.
          E. Notice of any meeting may be waived, and any action may be taken by
the  stockholders  without a meeting if a consent in writing,  setting forth the
action to be taken,  shall be signed by all the  stockholders  entitled  to vote
thereon,  in  accordance  with "  13.1-27  and  13.1-28  of the  Virginia  Stock
Corporation Act.
          F. The  stock  transfer  books  may be closed by order of the Board of
Directors  for not more than  fifty  (50) days for the  purpose  of  determining
stockholders  entitled  to  notice  of,  or to  vote  at,  any  meeting  of  the
stockholders or any  adjournment  thereof (or entitled to receive payment of any
dividend,  or in order to make a  determination  of  stockholders  for any other
purpose).  In lieu of closing  such  books,  the Board of  Directors  may fix in
advance,  as the record  date for any such  determination,  a date not more than
fifty (50) days  before  the date on which  such  meeting is to be held (or such
payment is to be made, or other action  requiring  such  determination  is to be
taken).  If the books are not thus  closed or the record date is not thus fixed,
then the date on

(page 58)
which the  notice of the  meeting  was  mailed  (or on which  such  dividend  is
declared or such other action  approved by the Board of Directors)  shall be the
record date.
          G. The  Chairman  of the  Board  and Chief  Executive  Officer  or the
President  shall  preside as  Chairman  over the  meetings of  stockholders.  If
neither the Chairman of the Board and Chief Executive  Officer nor the President
is present,  the  meeting  shall elect a  chairman.  The  Secretary,  or, in his
absence, an Assistant  Secretary,  shall act as Secretary of such meeting. If no
such  officer is  present,  the  chairman  shall  appoint the  Secretary  of the
meeting.
          H.  Two  inspectors  of  election  may be  appointed  by the  Board of
Directors  before each meeting of the  stockholders;  and if no such appointment
has been made,  or if any inspector  thus  appointed  shall not be present,  the
Chairman may, and if requested by stockholders holding in the aggregate at least
one-fifth (1/5) of the stock entitled to vote at the meeting shall, appoint such
an inspector  or  inspectors  to determine  the  qualifications  of voters,  the
validity  of proxies and the number of shares  represented  at the  meeting,  to
supervise voting, and to ascertain the results thereof.
          I. A  stockholder  may vote  either in person or by proxy  executed in
writing by the stockholder or by his duly authorized attorney-in-fact.  No proxy
shall be valid after eleven (11) months from its date unless otherwise  provided
in the proxy.  A proxy may be revoked at any time  before the shares to which it
relates are voted by written  notice,  which may be in the form of a  substitute
proxy to the secretary of the meeting.  A proxy apparently  executed in the name
of a partnership or other Corporation,  or by one of several fiduciaries,  shall
be presumed to be valid until challenged,  and the burden of proving  invalidity
shall rest upon the challenger.
          J.  The  procedure  at  each  meeting  of the  stockholders  shall  be
determined  by the Chairman of the meeting,  and (subject to paragraph H of this
Article III) the vote on all questions before any meeting shall be taken in such
manner as the  Chairman  prescribes.  However,  upon the demand of  stockholders
holding in the aggregate at least  one-fifth (1/5) of the stock entitled to vote
on any questions, such vote shall be by ballot.
          K. A quorum at any meeting of stockholders  shall be a majority of the
shares entitled to vote, represented in person or by proxy. The affirmative vote
of a majority  of such  quorum  shall be the act of the  stockholders,  unless a
greater vote is required by the Virginia Stock  Corporation  Act or the Articles
of  Incorporation  (except that in elections of directors,  those  receiving the
greatest  number  of  votes  shall be  elected  even  though  less  than  such a
majority).  Less than a quorum  may,  by the vote of a  majority  of the  shares
present  and  entitled  to vote,  adjourn the meeting to a fixed time and place,
without  further  notice;  and if a quorum shall then be present in person or by
proxy,  any business may be  transacted  which might have been  transacted  if a
quorum had been present at the meeting as originally called.
          L.       All committees of stockholders created at any meeting of the
stockholders shall be appointed by the Chairman of the meeting unless
otherwise directed by the meeting.

ARTICLE IV - BOARD OF DIRECTORS

          A. The Board of Directors shall consist of thirteen (13) persons, none
of whom need be  residents  of  Virginia  or  stockholders  of the  Corporation.
Nominations  for the  election of  directors  may be made by the  Directors or a
nominating  committee  appointed by the Board of Directors or by any stockholder
entitled to vote in the election of directors. A stockholder entitled to vote in
the election of directors

(page 59)
may  nominate  one or more  persons  for  election as a director at an annual or
special  meeting of  stockholders  only if written notice of such  stockholder's
intent to make such  nomination has been given,  either by personal  delivery to
the  Secretary  of the  Corporation  not later than the close of business on the
tenth day  following the date on which notice of such meeting is first mailed to
stockholders or by Untied States mail, postage prepaid,  to the Secretary of the
Corporation  postmarked not later than the tenth day following the date on which
notice of such meeting is first mailed to stockholders.  Each notice required by
this section shall set forth:  (1) the name and address of the  stockholder  who
intends to make the nomination;  (2) the name, address, and principal occupation
of each proposed nominee;  (3) a representation that the stockholder 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 (4) the
consent of each proposed nominee to serve as a director of the Corporation 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.
          B.  Regular  meetings of the Board of  Directors  may be held  without
notice at such time and place as the Board of Directors may designate  from time
to time (and, in the absence of such designation, at the principal office of the
Corporation).  A regular meeting shall be held as soon as practicable after each
annual  meeting of the  stockholders  for the purpose of electing  officers  and
transacting such other business as may properly come before the meeting.
          C.       Special meetings of the Board of Directors may be called at
any time by the Chairman of the Board and Chief Executive Officer or by
any director.
          D. Notice of the time and place of each special meeting shall be given
to each director either by mail, telegraph,  or written communication  delivered
to the address of such director as it appears in the records of the Corporation,
at least twenty-four (24) hours before such meeting.  Neither the business to be
transacted at, nor the purpose of, any meeting of the Board of Directors need be
specified in the notice or any waiver of notice of such meeting.
                   A director who attends a meeting  shall be deemed to have had
timely and proper notice  thereof,  unless he attends for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened.
          E. Notice of any meeting may be waived, and any action may be taken by
the Board of  Directors  (or by any  committee  thereof)  without a meeting if a
consent in writing,  setting forth the action taken,  shall be signed by all the
directors (or members of the committee,  as the case may be), in accordance with
"13.1-41 and 13.1-41.1 of the Virginia Stock Corporation Act.
          F.  Each  director  shall be  elected  to hold  office  until the next
succeeding annual meeting,  and shall hold office until his successor shall have
been elected and qualifies,  or until such earlier time as he shall resign,  die
or be removed.  No decrease in the number of  directors  by  amendment  to these
By-Laws shall change the term of any incumbent director.
          G.       Any director may be removed, with or without cause, by a vote
of the holders of a majority of the number of shares entitled to vote at
an election of directors.
          H. Any  vacancy  in the  Board of  Directors  (including  any  vacancy
resulting  from an increase of not more than thirty  percent (30%) of the number
of directors last elected by the  shareholders) may be filled by the affirmative
vote of a majority of the remaining  directors,  even though less than a quorum,
unless filled by the stockholders.
          I.       A quorum at a meeting of the Board of Directors shall be a

(page 60)
majority  of the  number of  directors  fixed by these  By-Laws.  The act of the
majority  of the  directors  present  at a meeting  at which a quorum is present
shall be the act of the Board of Directors.
          J. An  Executive  Committee  consisting  of at  least  two (2) or more
directors may be designated by a resolution  adopted by a majority of the number
of directors fixed by these By-Laws.  To the extent provided in such resolution,
such Executive Committee shall have and may exercise all of the authority of the
Board  of  Directors   except  to  approve  an  amendment  to  the  Articles  of
Incorporation or a plan of merger or consolidation.
                   Other committees with limited  authority may be designated by
resolution  adopted by a majority of the directors present at a meeting at which
a quorum is present.
                   Regular  meetings of any committee may be held without notice
at such time and place as shall be fixed by a majority of the committee. Special
meetings of any  committee  may be called at the request of the  Chairman of the
Board and Chief Executive Officer or any member of the committee. Notice of such
special meetings shall be given by the Chairman of the Board and Chief Executive
Officer or any member of any such committee,  and shall be deemed duly given, or
may be  waived,  or  action  may be taken  without a  meeting,  as  provided  in
paragraphs  D and E of this Article IV. A majority of any such  committee  shall
constitute a quorum,  and the act of a majority of those  present at any meeting
at which a quorum is present shall be the act of the committee, unless otherwise
provided by the Board of Directors.

                   ARTICLE V - OFFICERS, AGENTS AND EMPLOYEES

          A. The  officers of the  Corporation  shall be a Chairman of the Board
and Chief Executive Officer, a President, a Secretary, and a Treasurer,  each of
whom shall be elected by the Board of  Directors  at the regular  meeting of the
Board of Directors to be held as soon as  practicable  after each annual meeting
of the stockholders,  and any officer may be elected at any meeting of the Board
of Directors. Any officer may hold more than one office and he may, but need not
be a director,  except that the same person may not be Chairman of the Board and
Chief Executive  Officer and Secretary,  and the Chairman of the Board and Chief
Executive  Officer  shall be a  director.  The  Board may elect one or more Vice
Presidents  and any  other  officers  and  assistant  officers  and may fill any
vacancies.  The officers  shall have such  authority  and perform such duties as
generally  pertain to their  offices  and as may  lawfully  be provided by these
By-Laws or by resolution of the Board of Directors not  inconsistent  with these
By-Laws.
          B. The Chairman of the Board and Chief  Executive  Officer  shall have
general supervision over, responsibility for, and control of the other officers,
agents,  and  employees  of the  Corporation  and shall  preside as  Chairman at
meetings of the  stockholders  and the directors.  The Chairman of the Board and
Chief Executive  Officer shall also perform such duties and shall also have such
authority as may  lawfully be required of or conferred  upon him by the Board of
Directors.
          C. The President and each Vice President shall perform such duties and
shall have such  authority as may be lawfully  required of or conferred upon him
by the  Chairman  of the  Board  and  Chief  Executive  Officer  or the Board of
Directors.  The  President  shall,  during  the  absence,  disqualification,  or
incapacity of the Chairman of the Board and Chief  Executive  Officer,  exercise
all the  functions  and perform all the duties of the  Chairman of the Board and
Chief Executive Officer.
          D.       The Secretary shall, as Secretary of the meeting, record all
proceedings at stockholders' meetings and directors' meetings, in books
kept for that purpose.  He shall maintain the record of stockholders of
the Corporation, giving the names and addresses of all stockholders and

(page 61)
the number, classes and series of the shares held by each; and, unless otherwise
prescribed  by the Board of  Directors,  he shall  maintain  the stock  transfer
books.
          E. The  Treasurer  shall have custody of all moneys and  securities of
the Corporation.  He shall deposit the same in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors,
disburse the funds of the  Corporation  as may be required,  and cause books and
records of account to be kept in accordance with generally  accepted  accounting
practices and principles.
          F. During the absence, disqualification,  or incapacity of any officer
of the  Corporation  other than the  Chairman  of the Board and Chief  Executive
Officer,  the Chairman of the Board and Chief  Executive  Officer may be written
order,  or the Board of Directors may by resolution,  delegate the power of each
such officer to any other officer or employee of the Corporation.
          G.  Each  officer  shall be  elected  to hold  office  until  the next
succeeding  regular  meeting  of the  Board of  Directors  to be held as soon as
practicable after each annual meeting of the stockholders, or for such longer or
shorter term as the Board of Directors may lawfully  specify;  and he shall hold
office until his successor shall have been elected and qualified,  or until such
earlier time as he shall resign, die or be removed.
          H. Any  officer  may be removed,  with or without  cause,  at any time
whenever the Board of Directors in its absolute  discretion  shall consider that
the best interests of the Corporation  would be served  thereby.  Any officer or
agent appointed  otherwise than by the Board of Directors may be removed with or
without  cause at any time by any officer  having  authority  to appoint such an
officer or agent, except as may be otherwise provided in these By-Laws, whenever
such officer in his absolute  discretion  shall consider that the best interests
of the  Corporation  will be served  thereby.  Any such removal shall be without
prejudice to the recovery of damages for breach of the contract rights,  if any,
of the person removed.  Election or appointment of an officer or agent shall not
of itself create contract rights.
          I. Checks,  drafts, notes and orders for the payment of money shall be
signed by such  officer or officers or such other person or persons as the Board
of Directors  may, from time to time,  authorize,  and any  endorsement  of such
paper in the ordinary  course of business shall be similarly  made,  except that
any officer or assistant  officer of the Corporation may endorse checks,  drafts
or notes  for  collection  or  deposit  to the  credit of the  Corporation.  The
signature of any such officer or other person may be a facsimile when authorized
by the Board of Directors.
          J. Unless otherwise  provided by resolution of the Board of Directors,
the Chairman of the Board and Chief  Executive  Officer may,  from time to time,
himself or by such proxies,  attorneys, or agents of the Corporation as he shall
designate in the name and on behalf of the Corporation,  cast the votes to which
the  Corporation  may be entitled as a  stockholder  or  otherwise  in any other
Corporation,  at  meetings,  or  consent  in  writing  to any action by any such
Corporation. He may instruct the person or persons so appointed as to the manner
of casting  such votes or giving  such  consent,  and may execute or cause to be
executed  on  behalf  of the  Corporation  and  under  its  corporate  seal,  or
otherwise,  such written proxies consents,  waivers,  or other instruments as he
may deem necessary or desirable in the premises.

                               ARTICLE VI - SEAL

          The seal of the  Corporation  shall be a  flat-face  circular  die, of
which there may any number of counterparts or facsimiles, in such form as

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the Board of Directors shall,  from time to time, adopt as the corporate seal of
the Corporation.

                            ARTICLE VII - AMENDMENTS

          These By-Laws may be repealed or changed, and new By-Laws made, by the
stockholders  entitled to vote at any annual or special meeting, or by the Board
of Directors at any regular or special  meeting.  By-Laws made by the  directors
may be  repealed  or  changed  by  the  stockholders;  and  ByLaws  made  by the
stockholders may be repealed or changed by the directors,  except as, and to the
extent that,  the  stockholders  prescribe  that the By-Laws,  or any  specified
By-Law, shall not be altered, amended or repealed by the directors.