EXHIBIT 10.ss

AMENDMENT NO. 5

THIS AMENDMENT NO. 5 (the "Amendment") dated as of April 23, 1998, 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,
NATIONSBANK,  N.A.,  as  Documentation  Agent,  and CRESTAR BANK and FIRST UNION
NATIONAL BANK (formerly, First Union National Bank of Virginia), as Co-Agents.

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 of 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 Borrower has requested certain modifications to the Credit
Agreement;

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

WHEREAS,  the Required Lenders have consented to the requested  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 to this
Amendment;

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.       Definitions.  Terms used but not otherwise defined shall have the
meanings provided in the Credit Agreement.

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

2.1      The following definitions are amended or added in Section 1.1 to read
as follows:

"Applicable  Percentage"  means for any day,  the rate per annum set forth below
opposite the applicable  rating for the Company's senior  unsecured  (non-credit
enhanced) long term debt then in effect, it being understood that the Applicable
Percentage  for (i) Base Rate Loans shall be the  percentage set forth under the
column "Base Rate Margin",  (ii)  Eurodollar  Loans shall be the  percentage set
forth under the column "Eurodollar  Margin", and (iii) the Facility Fee shall be
the percentage set forth under the column "Facility Fee":



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           ------------ ----------------- ------------------ -------------------
           Pricing        S&P               Moody's            Eurodollar Margin
           Level          Rating            Rating
           ------------ ----------------- ------------------ -------------------
           ------------ ----------------- ------------------ -------------------

           I            BBB+ or above     Baa1 or above      0.275%             
           ------------ ----------------- ------------------ -------------------
           ------------ ----------------- ------------------ -------------------

           II           BBB               Baa2               0.350%             
           ------------ ----------------- ------------------ -------------------
           ------------ ----------------- ------------------ -------------------

           III          BBB-              Baa3               0.475%             
           ------------ ----------------- ------------------ -------------------
           ------------ ----------------- ------------------ -------------------

           IV           BB+               Ba1                0.750%             
           ------------ ----------------- ------------------ -------------------
           ------------ ----------------- ------------------ -------------------

           V            below BB+         below Ba1          0.950%             
                        or unrated        or unrated
           ------------ ----------------- ------------------ -------------------

(Continued)

           ------------- ---------------

           Base Rate
           Margin        Facility Fee
           ------------- ---------------
           ------------- ---------------

           0%            0.125%
           ------------- ---------------
           ------------- ---------------

           0%            0.150%
           ------------- ---------------
           ------------- ---------------

           0%            0.175%
           ------------- ---------------
           ------------- ---------------

           0%            0.250%
           ------------- ---------------
           ------------- ---------------

           0%            0.30%
           
           ------------- ---------------

The numerical classification set forth under the column "Pricing Level" shall be
established  based on the better of ratings by S&P and Moody's for the Company's
senior unsecured (non-credit enhanced) long term debt. The Applicable Percentage
shall be  determined  and adjusted on the date five (5) Business Days after each
change  in debt  rating.  Adjustments  in the  Applicable  Percentage  shall  be
effective  as  to  all  Loans,  existing  and  prospective,  from  the  date  of
adjustment.  The  Administrative  Agent  shall  promptly  notify the  Lenders of
changes in the Applicable Percentage.

"Consolidated  Interest  Expense" means, for any period,  all interest  expense,
including  the  amortization  of debt  discount  and  premium  and the  interest
component  under  Capital  Leases  for the  Company  and its  Subsidiaries  on a
consolidated  basis  determined in accordance  with GAAP applied on a consistent
basis  (including,  for  purposes  hereof,  interest  payments  on  Subordinated
Debentures).  Except as otherwise specified,  the applicable period shall be for
the four consecutive quarters ending as of the date of computation.

"Funded  Debt" means for any  Person,  (i) all  Indebtedness  of such Person for
borrowed money or which has been incurred in connection  with the acquisition of
assets,  (ii)  all  Capital  Lease  Obligations  of  such  Person  and,  without
duplication,  (iii) all Guarantee  Obligations  of such Person of Funded Debt of
other  Persons  (excluding,  for purposes  hereof,  obligations  evidenced by or
otherwise  recorded  with  respect  to  Subordinated   Debentures  or  Preferred
Securities).

"Preferred  Securities" means  pass-through  securities,  capital  securities or
other preferred securities issued by a statutory business trust or other similar
special  purpose entity owned or controlled by the Company or any Subsidiary the
proceeds of which are invested in or exchanged for Subordinated Debentures.

"PS Affiliate"  means trust or other special  purpose entity which is the issuer
of Preferred Securities.

"Subordinated   Debentures"  means  junior   subordinated   deferrable  interest
debentures or other similar  subordinated  debt securities issued by the Company
or any  Subsidiary  the  interest  payments  on  which  are  used to  make  cash
distributions on Preferred Securities.

2.3      The first clause of Section 2.2(a) preceding the prorisois amendment to
read as follows:

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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, ratings for its senior unsecured (non-credit enhanced) long-term
debt of BBB-/Baa3 or better by S&P and Moody's,  respectively,  the Borrower may
from time to time request and each Lender may, in its sole discretion,  agree to
make Competitive Loans to the Borrower;

2.3      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:

through the end of the fiscal year ending in February, 1999       1.15:1.0
thereafter                                                        1.25:1.0

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

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

(b)  receipt by the Bank of legal  opinions of counsel to the  Borrower  and the
Company  relating to this  Amendment in form and substance  satisfactory  to the
Administrative Agent and the Required Lenders;

(c)  receipt  by  the  Administrative  Agent  for  the  ratable  benefit  of the
consenting  Lenders of an  Amendment  Fee of 7.5 basis  points on the  aggregate
amount of Commitments held by each of the Lenders consenting to this Amendment.

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.

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/ D.V. Bhavnagri
Name:             Dossi V. Bhavnagri
Title:   Vice President


COMPANY:                   HEILIG-MEYERS COMPANY,
a Virginia corporation

By:               /s/ Paige H. Wilson
Name:             Paige H. Wilson
Title:   Vice President

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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 Presient


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