EXHIBIT 10.vv

                                 AMENDMENT NO. 7

         THIS AMENDMENT NO. 7 (the  "Amendment")  dated as of April 15, 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,
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  Required  Lenders  agreed  pursuant  to that Term  Sheet for
Amendment  No. 7 to the Bank  Credit  Agreement  dated March 23, 1999 (the "Term
Sheet  for the  Bank  Credit  Agreement  (Amendment  No.  7)"),  (i) to  certain
modifications  to the  Credit  Agreement  (including  extension  of  the  waiver
relating  to  the  Fixed  Charge  Coverage  Ratio,  permanent  reduction  in the
aggregate  Commitments  to  $325  million  and  modification  of the  Applicable
Percentage) and (ii) in principle to the general terms of Amendment No. 7;

     WHEREAS,  this  Amendment  is  intended to evidence  the  agreement  of the
parties  pursuant to the terms of the Term Sheet for the Bank  Credit  Agreement
(Amendment No. 7);

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

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

               "Applicable  Percentage" means for any day (from March 23, 1999),
          (a) in the case of Eurodollar  Loans,  two percent (2.0%),  (b) in the
          case of Base Rate Loans,  one percent  (1.0%),  and (c) in the case of
          the Facility Fee, one-quarter of one percent (0.25%).

               "Berrios" means the assets and business operations of HMPR, Inc.,
          a Puerto Rico  corporation,  and  MacManufacturing,  Inc.,  a Delaware
          corporation.

               "Consolidated  Adjusted  Fixed Charge  Coverage  Ratio" means the
          ratio of Consolidated EBITR to Consolidated Adjusted Fixed Charges.


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               "Consolidated  Adjusted  Fixed Charges" means for the Company and
          its Subsidiaries for any period, the sum of (i) Consolidated  Interest
          Expense plus (ii) rent expense,  in each case on a consolidated  basis
          determined  in  accordance  with GAAP.  Except as otherwise  expressly
          provided,  the applicable period shall be the four consecutive  fiscal
          quarters ending as of the date of determination; provided that for the
          first annual period following February 28, 1999, Consolidated Adjusted
          Fixed Charges and its components shall be determined by a roll-up on a
          quarter-by-quarter basis from February 28, 1999, such that (i) for the
          first fiscal quarter ending  thereafter (May 31, 1999), the applicable
          period shall be the fiscal  quarter  then ending,  (ii) for the second
          fiscal quarter  ending  thereafter  (August 31, 1999),  the applicable
          period  shall  be for the two (2)  consecutive  fiscal  quarters  then
          ending, (iii) for the third fiscal quarter ending thereafter (November
          30,  1999),  the  applicable   period  shall  be  for  the  three  (3)
          consecutive  fiscal  quarters  then  ending,  and (iv) for the  fourth
          fiscal quarter ending  thereafter  (February 29, 2000) and each fiscal
          quarter  thereafter,  the applicable  period shall be for the four (4)
          consecutive fiscal quarters then ending.

               "Consolidated  EBIT" means for the  Company and its  Subsidiaries
          for any period,  the sum of (i)  Consolidated Net Income plus (ii), to
          the extent  deducted  in  determining  net  income,  (A)  Consolidated
          Interest Expense and (B) any Federal,  state or other income taxes, in
          each case on a consolidated  basis determined in accordance with GAAP.
          Except as otherwise expressly provided, the applicable period shall be
          for the four  consecutive  fiscal  quarters  ending  as of the date of
          determination.

               "Consolidated  EBITDA" means for the Company and its Subsidiaries
          for any period,  the sum of (i)  Consolidated  EBIT plus (ii),  to the
          extent deducted in determining net income, depreciation,  amortization
          and non-recurring non-cash charges and expenses associated with a sale
          of assets  (subject to the  limitations  on such exclusion for certain
          losses as provided in the definition of "Consolidated  Net Income") or
          refinancing of Indebtedness  or leases  permitted  hereunder,  in each
          case on a  consolidated  basis  determined  in  accordance  with GAAP.
          Except as otherwise expressly provided, the applicable period shall be
          for the four  consecutive  fiscal  quarters  ending  as of the date of
          determination;  provided  that for the first annual  period  following
          February 28, 1999,  (A)  Consolidated  EBITDA shall be  determined  by
          annualization    from   February   28,   1999   to   provide   for   a
          quarter-by-quarter  roll-up on a Pro Forma Basis,  and (B) in the case
          of the sale or disposition for value of all or any portion of Berrios,
          Mattress Discounters or Rhodes, Consolidated EBITDA and its components
          shall be adjusted to exclude for the applicable period provided in the
          foregoing clause (A), income statement items directly  attributable to
          the assets,  property and/or operations which were the subject of such
          sale or disposition.

               "Consolidated  EBITR" means for the Company and its  Subsidiaries
          for any period,  the sum of (i)  Consolidated  EBIT plus (ii),  to the
          extent deducted in determining net income,  rent expense, in each case
          on a consolidated  basis determined in accordance with GAAP. Except as
          otherwise expressly provided,  the applicable period shall be the four
          consecutive  fiscal quarters  ending as of the date of  determination;
          provided that for the first annual period following February 28, 1999,
          Consolidated EBITR and its components shall be determined by a roll-up
          on a  quarter-by-quarter  basis from February 28, 1999,  such that (i)
          for the first fiscal quarter  ending  thereafter  (May 31, 1999),  the
          applicable  period shall be the fiscal  quarter then ending,  (ii) for
          the second fiscal quarter  ending  thereafter  (August 31, 1999),  the
          applicable period shall be for the two (2) consecutive fiscal quarters
          then ending,  (iii) for the third  fiscal  quarter  ending  thereafter
          (November 30, 1999), the applicable  period shall be for the three (3)
          consecutive  fiscal  quarters  then  ending,  and (iv) for the  fourth
          fiscal quarter ending  thereafter  (February 29, 2000) and each fiscal
          quarter  thereafter,  the applicable  period shall be for the four (4)
          consecutive fiscal quarters then ending.


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<PAGE>

               "Consolidated  Funded  Debt" means Funded Debt of the Company and
          its Subsidiaries on a consolidated basis determined in accordance with
          GAAP.

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

               "Consolidated Leverage Ratio" means the ratio of Consolidated
         Funded Debt to Consolidated EBITDA.

               "Consolidated   Net  Income"   means  for  the  Company  and  its
         Subsidiaries  for any period,  consolidated  net income  determined  in
         accordance  with GAAP,  provided  that, (i) for purposes of determining
         compliance  with the  Consolidated  Leverage  Ratio covenant in Section
         7.9(b)  and the  Consolidated  Adjusted  Fixed  Charge  Coverage  Ratio
         covenant in Section 7.9(c),  there shall be excluded from  Consolidated
         Net Income the net after-tax  amount of any gain realized from the sale
         or  disposition  of Rhodes,  Berrios or Mattress  Discounters,  and any
         charge to earnings on account of the sale or  disposition  at a loss of
         up to $160  million in the case of Rhodes and up to $60  million in the
         case of Berrios;  provided, that additional charges in respect of store
         closings may also be excluded after the sale or disposition of Mattress
         Discounters in an amount up to 5% of the gain realized from the sale or
         disposition  of  Mattress  Discounters,  but only if, and to the extent
         that,  the  gain  realized  from the sale or  disposition  of  Mattress
         Discounters  exceeds the aggregate charges taken in connection with any
         such store closings and with the sale or disposition of Rhodes and (ii)
         for purposes of determining  compliance with the Consolidated Net Worth
         covenant in 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
         the sale or  disposition  of Rhodes,  Berrios or Mattress  Discounters.
         Except as otherwise expressly provided,  the applicable period shall be
         the  four  consecutive  fiscal  quarters  ending  as  of  the  date  of
         determination.

               "Consolidated   Net  Worth"   means  for  the   Company  and  its
          Subsidiaries  on any day,  consolidated  shareholders'  equity  or net
          worth determined in accordance with GAAP.

               "Credit Documents" means this Credit Agreement, the Note, the Fee
          Letter,  the Sharing  Agreement and all other related  agreements  and
          documents  issued or  delivered  hereunder or  thereunder  or pursuant
          hereto or thereto.

               "LTCB Term Loan"  means  that $35  million  term loan made to the
         Borrower  pursuant to a Term Loan  Agreement  dated as of February  28,
         1995, as amended, among the Borrower, the Company, The Long-Term Credit
         Bank of Japan, Limited and the other lenders named therein.

               "Mattress  Discounters" means the assets and business  operations
          of Mattress Discounters Corporation,  a Delaware corporation,  Bedding
          Experts, Inc., an Illinois corporation, and T.J.B., Inc., a Maryland
          corporation.

               "Pro  Forma  Basis"  means,   with  regard  to  determination  of
          Consolidated EBITDA for the first annual period following February 28,
          1999,  annualization of such items and their respective  components to
          provide that (i) for the first fiscal quarter ending  thereafter  (May
          31,  1999)  such  items and their  respective  components  for the one
          quarter  period then ending shall be  multiplied by four (4); (ii) for
          the second fiscal  quarter  ending  thereafter  (August 31, 1999) such
          items  and their  respective  components  for the two (2)  consecutive
          fiscal  quarters then ending shall be multiplied by two (2); (iii) for
          the third fiscal  quarter ending  thereafter  (November 30, 1999) such
          items and their  respective  components for the three (3)  consecutive
          fiscal  quarters  then ending shall be multiplied by one and one-third
          (1-1/3rd);  and (iv) for the fourth fiscal quarter  ending  thereafter
          (February 29, 2000) and each fiscal quarter thereafter, such items and
          their  respective  components  shall be for the  four (4)  consecutive
          fiscal quarters then ending.

               "Rhodes"  means the assets  and  business  operations  of Rhodes,
          Inc., a Georgia corporation.

               "Senior  Notes"  means  those  $80  million  6.91%  Senior  Notes
          originally  due April 28, 1999,  those $15 million  8.84% Senior Notes
          originally  due April 28, 1999,  those $25 million  7.62% Senior Notes
          originally due April 28, 1999 and those $10 million 8.31% Senior Notes
          originally due April 28, 1999, as more  particularly  described in the
          Sharing Agreement.

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<PAGE>

               "Sharing   Agreement"  means  that   Intercreditor   and  Sharing
          Agreement  dated as of April 16, 1999 (being the date of Amendment No.
          7),  as  amended  and  modified,   among  Wachovia   Bank,   N.A.,  as
          Administrative  Agent  for and on  behalf of the  Lenders  under  this
          Credit  Agreement;  First Union  National  Bank; as issuer of the FUNB
          Letter of Credit (as  referenced and defined  therein);  The Long-Term
          Credit Bank of Japan,  Limited, as lender under the LTCB Term Loan (as
          referenced and defined therein);  The Prudential  Insurance Company of
          America,  Metropolitan Life Insurance Company and the other holders of
          the Senior Notes (as referenced and defined therein);  and the Company
          and the Borrower.

          1.2 Section 3.3(c) regarding Mandatory  Prepayments is amended to read
     as follows:

          (c) Mandatory Prepayments.

               (i) In respect of Commitments.  If at any time (i) the sum of the
          aggregate  principal  amount of  Committed  Loans  plus the  aggregate
          principal  amount of  Competitive  Loans  shall  exceed the  aggregate
          Revolving Committed Amount, (ii) the aggregate principal amount of LOC
          Obligations shall exceed the LOC Committed Amount, (iii) the aggregate
          principal  amount  of  Swingline  Loans  shall  exceed  the  Swingline
          Committed   Amount,   or  (iv)  the  aggregate   principal  amount  of
          Competitive  Loans shall exceed the  Competitive  Loan Maximum Amount,
          the Borrower shall  immediately  make payment on the Loans and/or to a
          cash collateral account in respect of the LOC Obligations in an amount
          sufficient to eliminate the difference.

               (ii) In  respect  of Asset  Sales,  Excess  Cash Flow and Debt or
          Equity  Offerings.  The  Borrower  will  make,  or  cause  to be made,
          prepayments on the loans and obligations hereunder in respect of asset
          sales,  excess cash flow and debt or equity  offerings  as provided in
          the Sharing Agreement and the Commitments hereunder will be reduced as
          provided in the Sharing Agreement.

          1.3 Section 6.11 is amended in its entirety to read as follows:

               6.11 Purpose of Loans and Extensions of Credit.

                    Extensions of credit  hereunder  (including  the proceeds of
               Loans and issuance or extension of Letters of Credit) may be used
               only (i) for general  working  capital  purposes  (which  general
               working capital purposes shall not include  acquisitions  (except
               to the extent  permitted by subclause (ii) hereof) or the payment
               of dividends  (other than regular  quarterly  dividends on common
               stock) or any other similar payments), and (ii) to repay the LTCB
               Term Loan at maturity.  Extensions of credit hereunder may not be
               used to repay or prepay in whole or in part the principal  amount
               of any other Funded Debt having an outstanding  principal balance
               in excess of $5,000,000.

          1.4 Section 7.9 is amended in its entirety to read as follows:

               7.9 Financial Covenants.

               (a)  Consolidated  Net Worth.  There shall be  maintained  at all
          times a  Consolidated  Net Worth of not less than the sum of an amount
          equal to  eighty-five  percent (85%) of  Consolidated  Net Worth as of
          February  28,  1999  plus,  on the  last  day of 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 be cumulative.

               (b)  Consolidated  Leverage  Ratio.  As of the end of each fiscal
          quarter to occur after February 28, 1999,  there shall be maintained a
          Consolidated  Leverage Ratio of not greater than (i) 5.0:1.0,  for the
          first two fiscal  quarters of fiscal year 1999 ending May 31, 1999 and
          August 31, 1999; and (ii) 4.5:1.0, for each fiscal quarter thereafter.

               (c) Consolidated  Adjusted Fixed Charge Coverage Ratio. As of the
          end of each fiscal  quarter to occur after  February 28,  1999,  there
          shall be  maintained a  Consolidated  Adjusted  Fixed Charge  Coverage
          Ratio of not less than (i) 1.1:1.0,  for the first two fiscal quarters
          of fiscal year 1999 ending May 31, 1999 and August 31, 1999;  and (ii)
          1.15:1.0, for each fiscal quarter thereafter.


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<PAGE>

               1.5 A new  subsection  (m) is  added  to  Section  9 to  read  as
          follows:

               (m) The Borrower  shall fail to repay the Senior Notes in full by
          September 30, 1999 (or any later maturity date as to which the holders
          of the Senior Notes may agree) with the proceeds from excess cash flow
          or proceeds  from asset sales or  offerings as provided in the Sharing
          Agreement.

     2. The Lenders, pursuant to the terms of the Term Sheet for the Bank Credit
Agreement  (Amendment  No. 7), and the holders of the Senior Notes,  pursuant to
the terms of the Senior  Noteholder  Term  Sheet (as  hereafter  referenced  and
defined), agreed with the Company and the Borrower as to sharing of the proceeds
from asset sales and certain other amounts.  The Required Lenders hereby request
and direct the Administrative Agent, for and on behalf of the Lenders hereunder,
to enter into an  intercreditor  agreement  with the holders of the Senior Notes
giving  effect  to the  agreements  set  forth  in the  respective  Term  Sheets
referenced above, in substantially the form attached.

     3. The Borrower and the Company hereby  acknowledge  and agree that (i) the
aggregate  Commitments  under the Credit Agreement were  permanently  reduced to
$325 million and were further  permanently reduced to $298,063,003 in connection
with the  application of the $65 million in excess cash on hand to the loans and
obligations  owing under the Credit  Agreement,  to the Senior  Notes and to the
FUNB LOC Obligations (as defined in the Sharing  Agreement),  and the Applicable
Percentage modified as of March 23, 1999 pursuant to the terms of the Term Sheet
for the Bank  Credit  Agreement  (Amendment  No.  7),  and  (ii)  the  aggregate
Commitments  under  the  Credit  Agreement  will  be  permanently  reduced  on a
dollar-for-dollar  basis by amounts  received  from the  excess  cash or the net
proceeds from asset sales and debt or equity  offerings,  for application to the
loans  and  obligations  under the Bank  Credit  Agreement  until the  aggregate
Commitments shall be permanently reduced to $200 million, as provided in Section
4 of the Sharing Agreement.

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

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

     (b) receipt of the amendment and modification documentation relating to the
Senior Notes giving effect to the  provisions of Term Sheet dated March 23, 1999
(the "Senior  Noteholder  Term Sheet")  among the Company,  the Borrower and the
holders  of  the  Senior  Notes,  in  form  and  substance  satisfactory  to the
Administrative Agent; and

     (c) receipt of a fully executed copy of the Sharing Agreement.

     5. 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.

     6. 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.

     7. 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.

     8. 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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         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:_______________________________
                                    Name:
                                    Title:


COMPANY:                            HEILIG-MEYERS COMPANY,
                                    a Virginia corporation

                                    By:_______________________________
                                    Name:
                                    Title:

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

                                    By:_______________________________
                                    Name:
                                    Title:


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<PAGE>

                           CONSENT TO AMENDMENT NO. 7


Wachovia Bank, N.A., as Administrative Agent
191 Peachtree Street, N.E.
29th Floor, MC-3490
Atlanta, Georgia 30303
Attn: Syndication Services

     Re:

          Credit  Agreement  dated as of July 18, 1995 (as amended and modified,
          the "Credit  Agreement")  among  MacSaver  Financial  Services,  Inc.,
          Heilig-Meyers  Company,  Inc.,  the  Lenders  identified  therein  and
          Wachovia Bank of Georgia,  N.A. (now known as Wachovia Bank, N.A.), as
          Administrative  Agent. Terms used but not otherwise defined shall have
          the meanings provided in the Credit Agreement.

          Amendment  No.  7 dated  April  15,  1999  (the  "Subject  Amendment")
          relating to the Credit Agreement

Ladies and Gentlemen:

         This  should  serve to confirm  our  receipt  of, and  consent  to, the
Subject Amendment.  We hereby authorize and direct you, as Administrative  Agent
for the Lenders, to enter into the Subject Amendment on our behalf in accordance
with the terms of the Credit  Agreement  upon your  receipt of such  consent and
direction from the Required Lenders, and agree that the Borrower and the Company
may rely on such authorization.

                                                Sincerely,



                                                -----------------------------
                                [Name of Lender]

                                                By:__________________________
                                                Name:
                                                Title:


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