(page 63)
                                                                   Exhibit 10.f.
                                SECOND AMENDMENT

                                     TO THE

                     HEILIG-MEYERS EMPLOYEES' PROFIT-SHARING

                                       AND

                             RETIREMENT SAVINGS PLAN



SECOND AMENDMENT,  dated as of February 1, 1994, to the Heilig-Meyers Employees'
Profit-Sharing  and  Retirement  Savings  Plan  by  Heilig-Meyers  Company  (the
"Company").  The Company maintains the Heilig-Meyers  Employees'  Profit-Sharing
and  Retirement  Savings Plan, as amended and restated  effective as of March 1,
1989 (the  "Plan").  The Company now wishes to amend the Plan to change its plan
year and to make certain  other  changes  required  under  applicable  law. NOW,
THEREFORE,  the Plan is  amended  as  follows:  I.  Section  1.8 is  amended  by
inserting the following new subsection  (d) and by relettering  the remainder of
the section accordingly: (d) Heilig-Meyers Company Associates, Inc.

II.  Section  1.10(b)  is  amended  by  inserting  the  following  new  sentence
immediately after the first sentence thereof: Effective for Plan Years beginning
on or after  March 1,  1994,  the dollar  amount  referred  to in the  preceding
sentence shall be $150,000, or an adjusted amount as determined pursuant to Code
Sections 401(a)(17) and 415(d).

III.     Effective as of March 1, 1994, Section 1.11 is amended in its
entirety as follows:
1.11  Consolidated Income Before Income Taxes:  The Company's estimated
consolidated income before taxes for the fiscal year that begins in the
Plan Year for which such calculation is performed.  Consolidated Income
Before Income Taxes shall be determined in whatever manner the Board, in
its discretion, deems appropriate.

IV.      Effective for plan years beginning on or after January 1, 1995,
Section 1.16 is amended as follows:
    1.16           Entry Dates:  Each January 1 and July 1.

V.       Section 1.28 is amended in its entirety to read as follows:
    1.28           Plan Year:  Effective as of January 1, 1995, the calendar

(page 64)
year.  The Plan Year from March 1, 1994 to  December  31,  1994 shall be a short
Plan Year.

VI.      Section 4.10 is deleted in its entirety.

VII.     Section 6.6(b) is amended by deleting all but the first sentence
thereof and by substituting the following in place of the deleted
language:
The  Participant's  consent  must be given in writing on a form  provided by the
Committee.  Such form, and a notice which explains the optional forms of benefit
available to the  Participant  under the Plan and his right to defer the receipt
of his benefits  under  subsection  (c), will be provided to the  Participant no
less than 30 days and no more than 90 days before the Annuity Starting Date. For
the purposes of this  subsection,  Annuity  Starting Date shall mean the date on
which the  distribution to the Participant is to commence.  Notwithstanding  the
foregoing, a distribution may commence less than 30 days after the date on which
the notice described above is given to the Participant, provided that:

(1) The Committee  clearly  informs the  Participant  that the Participant has a
right to a period of at least 30 days after receiving the notice to consider the
decision  of whether  or not to elect a  distribution  (and,  if  applicable,  a
particular distribution option), and

(2)  The Participant, after receiving the notice, affirmatively elects a
distribution.

VIII.              Section 6.6 is further amended by adding the following new
subsection (c) and subsection (d), and by relettering the remainder of
the section accordingly:
(c) If a Participant who becomes entitled to a distribution under subsection (b)
does not consent to the distribution,  the Participant's  vested Account balance
will be held in the Trust and will not be  distributed  until the earlier of (i)
the date the Participant  consents to the  distribution,  (ii) the Participant's
Normal Retirement Date, or (iii) the Participant's death.

(d) If a  Participant's  vested  Account  balance is $3,500 or less, the Account
will be distributed in a single sum payment without the Participant's consent.

IX.      Section VI is amended by adding the following new Section 6.12:
    6.12           Eligible Rollover Distributions:

(a) This  Section  applies to  distributions  made on or after  January 1, 1993.
Notwithstanding  any provision of the Plan to the contrary that would  otherwise
limit a distributee's  election under this Section,  a distributee may elect, at
the time and in the manner  prescribed by the Committee,  to have any portion of
an eligible rollover distribution paid

(page 65)
directly to an eligible retirement plan specified by the distributee in a
direct rollover.

(b)      Definitions.

         (i) Eligible rollover  distribution:  An eligible rollover distribution
is any  distribution  of all or any  portion of the balance to the credit of the
distributee, except that an eligible rollover distribution does not include: any
distribution  that is one of a series of substantially  equal periodic  payments
(not less  frequently  than annually) made for the life (or life  expectancy) of
the  distributee  or  the  joint  lives  (or  joint  life  expectancies)  of the
distributee and the  distributee's  designated  beneficiary,  or for a specified
period of ten years or more; any distribution to the extent such distribution is
required under Code section 401(a)(9);  and the portion of any distribution that
is not  includible in gross income  (determined  without regard to the exclusion
for net unrealized appreciation with respect to Employer securities).

         (ii)  Eligible  retirement  plan:  An  eligible  retirement  plan is an
individual  retirement  account  described in Code section 408(a), an individual
retirement  annuity  described in Code section 408(b), an annuity plan described
in Code section  403(a),  or a qualified trust described in Code section 401(a),
that accepts the distributee's eligible rollover  distribution.  However, in the
case of an eligible  rollover  distribution to the surviving Spouse, an eligible
retirement  plan is an individual  retirement  account or individual  retirement
annuity.

         (iii)  Distributee:  A  distributee  includes  an  Employee  or  former
Employee. In addition,  the Employee's or former Employee's surviving Spouse and
the Employee's or former Employee's Spouse or former Spouse who is the Alternate
Payee under a qualified  domestic  relations  order,  as defined in Code section
414(p),  are  distributees  with regard to the  interest of the Spouse or former
Spouse.

         (iv)      Direct rollover:  A direct rollover is a payment by the Plan
to the eligible retirement plan specified by the distributee.

X.       Except where otherwise stated, this Amendment shall be effective as
of March 1, 1994.

XI.      In all respects not amended, the Plan is hereby ratified and
confirmed.

To record the adoption of the Second Amendment,  as set forth above, the Company
has caused this document to be signed on this 28th day of December, 1994.
         HEILIG-MEYERS COMPANY
         By:/s/ William J. Dieter