(page 66)
                                                                   Exhibit 10.g.


                                 THIRD AMENDMENT

                                     TO THE

                            HEILIG-MEYERS EMPLOYEES'

                   PROFIT SHARING AND RETIREMENT SAVINGS PLAN


THIRD AMENDMENT, dated as of May 1, 1995, 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,  originally  effective as of March 31, 1969, most recently amended
and  restated  effective  as of March 1, 1989,  and  subsequently  amended  (the
"Plan").  The  Company  has the power to amend the Plan and now wishes to do so.
NOW, THEREFORE, the Plan is amended as follows:

I.       The last paragraph of Section 1.19 is amended in its entirety to
read as follows:

To the extent  required by law, the Plan will be administered in accordance with
the Family and Medical Leave Act of 1993 and the Uniformed  Services  Employment
and Reemployment Rights Act of 1994.

II.  Section 2.1 is amended by adding the  following new  subsection  (e) and by
relettering  current  subsections  (e) and (f): (e) Effective July 1, 1995, each
Employee who is not an Ineligible  Employee and who is not already a Participant
pursuant to the provisions of this Section 2.1, will become a Participant on the
first Entry Date after he has  satisfied the  following  requirements,  if he is
then an Employee:

(i)  He has completed a One-Year Period of Service.

(ii)  He has attained age 21.

(iii) He has  completed an election  form in the time  prescribed  under section
3.1.

Any  Employee  who was an  Ineligible  Employee  prior to July 1,  1995,  solely
because of his failure to satisfy the condition  contained in Section 2.1(d)(ii)
above shall no longer be considered an Ineligible Employee.

(page 67)
III. The second sentence of Section 4.2(c) is amended in its entirety to read as
follows:  The  allocation  shall  be  made  in the  proportion  that  each  such
Participant's Salary Reduction Contributions or Voluntary Employee Contributions
for the Plan Year, up to 6% of his  Compensation,  bear to the Salary  Reduction
Contributions and Voluntary Employee  Contributions of all such Participants for
the Plan Year, up to 6% of all such Participants' Compensation.

IV.      The first sentence of Section 9.1 is amended in its entirety to
read as follows:

This Plan shall be irrevocable and binding as to all  contributions  made by the
Company  to the  Trust,  but  this  Plan  may be  amended  from  time to time by
resolution  of the Board,  or by  resolution  of an Executive  Committee of such
Board, pursuant to the Company's bylaws.

V.       The first sentence of Section 9.2 is amended in its entirety to
read as follows:

This  Plan may be  terminated  at any time by  resolution  of the  Board,  or by
resolution  of an Executive  Committee of such Board,  pursuant to the Company's
bylaws.

VI.      This Amendment shall be effective as of July 1, 1995.

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

To record the  adoption of the  Amendment  as set forth  above,  the Company has
caused this document to be signed on this 26th day of June, 1995.

HEILIG-MEYERS COMPANY


         By:/s/ William J. Dieter