UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

                                 AMENDMENT NO. 1

(Mark One)

X        Annual report pursuant to Section 13 or 15 (d) of the Securities
         Exchange Act of 1934

         For the fiscal year ended February 28, 1997

or

         Transition  report  pursuant  to  Section  13 or 15 (d)  of the
         Securities Exchange Act of 1934

         For the transition period from               to

         Commission file number 1-8484

                              HEILIG-MEYERS COMPANY
             (Exact name of registrant as specified in its charter)

         Virginia                                       54-0558861
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)


2235 Staples Mill Road
Richmond, Virginia                                               23230
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number including area code: (804) 359-9171

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class               Name of each exchange on which registered

Common Stock, $2.00               New York Stock Exchange
Par Value                         Pacific Stock Exchange


Rights to purchase Preferred      New York Stock Exchange
Stock, Series A, $10.00           Pacific Stock Exchange
Par Value

         Securities registered pursuant to Section 12(g) of the Act:

                                      None
                                (Title of Class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 of 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to the
filing requirements for at least the past 90 days.

         Yes    X    No

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Sec. 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in

<PAGE>

definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [ X ]

         The aggregate market value of the voting stock held by non-affiliates
of the registrant as of May 1, 1997 was approximately $624,713,837.

         This figure was calculated by multiplying (i) the closing sales price
of the registrant's common stock on the New York Stock Exchange on May 1, 1997
by (ii) the number of shares of the registrant's common stock not held by the
officers or directors of the registrant or any persons known to the registrant
to own more than five percent of the outstanding common stock of the registrant.
Such calculation does not constitute an admission or determination that any such
officer, director or holder of more than five percent of the outstanding common
stock of the registrant is in fact an affiliate of the registrant.

         As of May 1, 1997, there were outstanding 54,414,463 shares of the
registrant's common stock, $2.00 par value.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the registrant's Proxy Statement for its Annual Meeting of
Shareholders scheduled for June 18, 1997, are incorporated by reference into
Part III.


<PAGE>


PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

         (a)  1. Financial Statements

              The following consolidated financial statements of Heilig-Meyers
              Company and Subsidiaries included in the registrant's 1997 Annual
              Report to Shareholders are included in item 8 herein:

              Independent Auditors' Report

              Consolidated Balance Sheets -
                February 28, 1997 and February 29, 1996

              Consolidated Statements of Earnings -
                Year Ended February 28, 1997,
                Year Ended February 29, 1996, and
                Year Ended February 28, 1995

              Consolidated Statements of Stockholders' Equity -
                Year Ended February 28, 1997,
                Year Ended February 29, 1996, and
                Year Ended February 28, 1995

              Consolidated Statements of Cash Flows -
                Year Ended February 28, 1997,
                Year Ended February 29, 1996, and
                Year Ended February 28, 1995

              Notes to Consolidated Financial Statements

              2. Financial Statement Schedules:   The  financial statement
                 schedule required by this item is listed below.

                 Independent Auditors' Report on Schedule II included in Item 8
                 herein.

                 Schedule II - Valuation and Qualifying Accounts

                 Schedules other than those listed above have been omitted
                 because they are not applicable or are not required or because
                 the required information is included in the financial
                 statements or notes thereto.

              3. Exhibits  required to be filed by Item 601 of Regulation S-K.

              See INDEX TO EXHIBITS

              (b)  1. Reports on Form 8-K Filed During Last Quarter of Year
              Ended February 28, 1997.

              There were two Current Reports on Form 8-K filed during the last
              quarter of the fiscal year ended February 28, 1997. On January 10,
              1997, Registrant filed a Form 8-K in which it reported that
              Registrant had acquired Rhodes, Inc. ("Rhodes") and including
              certain financial statements related thereto. On February 24,
              1997, Registrant filed Amendment No. 1 to its January 10, 1997
              Form 8-K, in which it reported certain financial statements
              related to Rhodes.


<PAGE>


                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                             HEILIG-MEYERS COMPANY

       Date:  June 27, 1997                by  /s/Joseph R. Jenkins
                                               -------------------------------
                                               Joseph R. Jenkins
                                               Executive Vice President
                                               Principal Financial Officer
<PAGE>


Index to Exhibits

3.        Articles of Incorporation and Bylaws.

          a.       Registrant's Restated Articles of Incorporation filed as
                   Exhibit 3(a) to Registrant's Annual Report on Form 10-K for
                   the fiscal year ended February 28, 1990 (No. 1-8484) are
                   incorporated herein by this reference.

          b.       Articles of Amendment to Registrant's Restated Articles of
                   Incorporation filed as Exhibit 4 to Registrant's Form 8
                   (Amendment No. 5 to Form 8-A filed April 26, 1983) filed
                   August 6, 1992 (No. 1-8484) are incorporated herein by this
                   reference.

          c.       Articles of Amendment to Registrant's Restated Articles of
                   Incorporation filed as Exhibit 3(c) to Registrant's Annual
                   Report on Form 10-K for the fiscal year ended February 28,
                   1993 (No. 1-8484) are incorporated herein by this reference.

          d.       Articles of Amendment to Registrant's Restated Articles of
                   Incorporation, filed as Exhibit 3(d) to Registrant's Annual
                   Report on Form 10-K for the fiscal year ended February 28,
                   1995 (No. 1-8484), are incorporated herein by this reference.

          e.       Registrant's Amended Bylaws. (1)

4.        Instruments defining the rights of security holders, including
          indentures.

          a.       Indenture dated as of August 1, 1996, among Registrant,
                   MacSaver Financial Services, Inc. ("MacSaver") and First
                   Union National Bank of Virginia, as Trustee, filed with the
                   Commission as Exhibit 4(a) to Registrant's Current Report on
                   Form 8-K dated September 11, 1996 (No. 1-8484), is
                   incorporated herein by this reference.

          b.       Officer's Certificate dated August 9, 1996, relating to the
                   public offering by MacSaver of $200 million aggregate
                   principal amount of 7/8% Notes due August 1, 2003, guaranteed
                   as to payment of principal and interest by Registrant, filed
                   with the Commission as Exhibit 4(b) to Registrant's Current
                   Report on Form 8-K dated September 11, 1996 (No.1-8484), is
                   incorporated herein by this reference.

          c.       In addition to the foregoing, the long-term debt as shown on
                   the consolidated balance sheet of the Registrant at February
                   28, 1995 includes various obligations each of which is
                   evidenced by an instrument authorizing an amount that is less
                   than 10% of the total assets of the Registrant and its
                   subsidiaries on a consolidated basis.  The documents
                   evidencing these obligations are accordingly omitted pursuant
                   to Regulation S-K, Item 601(b)(4)(iii) and will be furnished
                   to the Commission upon request.

10.       Contracts

          a.       Three leases dated as of December 27, 1976 between Hyman
                   Meyers, Agent, and the Registrant, filed as Exhibit 10(a)(2)
                   and Exhibit 10(a)(4) - Exhibit 10(a)(5) to Registrant's
                   Annual Report on Form 10-K for the fiscal year ended February
                   28, 1989 (No. 1-8484), are incorporated herein by this
                   reference.

          b.       The following Agreements filed as Exhibits 10(b) through
                   10(f) to Registrant's Annual Report on Form 10-K for the
                   fiscal year ended February 28, 1991 (No. 1-8484) are
                   incorporated herein by this reference:

<PAGE>

                   (1)       Lease dated as of January 1, 1980 between Hyman
                             Myers, Agent, and the Registrant.

                   (2)       Lease dated November 1, 1970 between Hyman Meyers,
                             Agent, and the Registrant as successor in interest
                             to Heilig-Meyers Company of Greenville, Inc.

                   (3)       Lease dated April 15, 1971 between Meyers-Thornton
                             Investment Co. and the Registrant as successor in
                             interest to Meyers-Thornton Corporation.

                   (4)       Lease dated June 28, 1971 between Meyers-Thornton
                             Investment Company and the Registrant as successor
                             in interest to Meyers-Thornton Corporation.

                   (5)       Lease dated December 1, 1972 between Meyers-
                             Thornton Investment Company and the Registrant.

          c.       The following Agreements (originally filed as exhibits to
                   Registrant's Annual Report on Form 10-K for the fiscal year
                   ended March 31, 1982) were refiled as Exhibits 10(c)(1)-(3)
                   to Registrant's Annual Report on Form 10-K for the fiscal
                   year ended February 28, 1993 (No. 1-8484) and are
                   incorporated herein by reference:

                   (1)       Executive Employment and Deferred Compensation
                             Agreement made January 12, 1982 between Hyman
                             Meyers and the Registrant. *

                   (2)       Executive Employment and Deferred Compensation
                             Agreement made January 12, 1982 between S. Sidney
                             Meyers and the Registrant. *

                   (3)       Executive Employment and Deferred Compensation
                             Agreement made January 12, 1982 between Nathaniel
                             Krumbein and the Registrant. *

          d.       Employees' Profit Sharing Retirement Plan, amended and
                   restated, effective as of March 1, 1989 filed as Exhibit
                   10(d) to Registrant's Annual Report on Form 10-K for the
                   fiscal year ended February 28, 1993 (No. 1-8484) is
                   incorporated herein by this reference.*

          e.       First Amendment, dated as of June 15, 1992, to the Heilig-
                   Meyers Employees' Profit Sharing Retirement Plan, amended and
                   restated, effective as of March 1, 1989, filed as Exhibit
                   10(e) to the Registrant's Annual Report on Form 10-K for the
                   fiscal year ended February 28, 1993 (No. 1-8484) is
                   incorporated herein by this reference.*

          f.       Second Amendment, dated as of February 1, 1994, to the
                   Heilig-Meyers Employees' Profit Sharing Retirement Plan,
                   amended and restated, effective as of March 1, 1989. * (1)

          g.       Third Amendment, dated as of May 1, 1995, to the Heilig-
                   Meyers Employees' Profit Sharing Retirement Plan, amended and
                   restated, effective as of March 1, 1989. * (1)

          h.       Addendum to Lease and Contract dated February 26, 1973
                   amending Lease Contract dated April 15, 1971 between Meyers-
                   Thornton Investment Co. and the Company as successor in
                   interest to Meyers-Thornton Corporation (see Exhibit
                   10(c)(2)), filed as Exhibit 10(k) to Registrant's
                   Registration Statement on Form S-2 (No. 2-81775) is
                   incorporated herein by this reference.

<PAGE>

          i.       The following Agreements filed as Exhibits 19(a) through
                   19(c) to Registrant's Quarterly Report on Form 10-Q for the
                   quarter ended June 30, 1984 (No. 1-8484) are incorporated
                   herein by this reference:

                   (1)       Agreement made as of May 4, 1984 to amend Executive
                             Employment and Deferred Compensation Agreement
                             between Hyman Meyers and Registrant.*

                   (2)       Agreement made as of May 4, 1984 to amend Executive
                             Employment and Deferred Compensation Agreement
                             between S. Sidney Meyers and Registrant.*

                   (3)       Agreement made as of May 4, 1984 to amend Executive
                             Employment and Deferred Compensation Agreement
                             between Nathaniel Krumbein and Registrant.*

          j.       Agreement made as of September 15, 1989 to amend Executive
                   Employment and Deferred Compensation Agreement between Hyman
                   Meyers and Registrant filed as Exhibit 10(i) to the
                   Registrant's Annual Report on Form 10-K for the fiscal year
                   ended February 28, 1990 (No. 1-8484) is incorporated herein
                   by this reference.*

          k.       Agreement made as of September 15, 1989 to amend Executive
                   Employment and Deferred Compensation Agreement between S.
                   Sidney Meyers and Registrant filed as Exhibit 10(j) to the
                   Registrant's Annual Report on Form 10-K for the fiscal year
                   ended February 28, 1990 (No. 1-8484) is incorporated herein
                   by this reference.*

          l.       Agreement made as of September 15, 1989 to amend Executive
                   Employment and Deferred Compensation Agreement between
                   Nathaniel Krumbein and Registrant filed as Exhibit 10(k) to
                   the Registrant's Annual Report on Form 10-K for the fiscal
                   year ended February 28, 1990 (No. 1-8484)is incorporated
                   herein by this reference.*

          m.       Deferred Compensation Agreement between Robert L. Burrus, Jr.
                   and the Registrant filed as Exhibit 10(o) to the Registrant's
                   Annual Report on Form 10-K for the fiscal year ended February
                   28, 1987 (No. 1-8484) is incorporated herein by this
                   reference.*

          n.       Amendment dated September 15, 1989 to the Deferred
                   Compensation Agreement between Robert L. Burrus, Jr. and the
                   Registrant filed as Exhibit 10(m) to Registrant's Annual
                   Report on Form 10-K for the fiscal year ended February 28,
                   1990 (No. 1-8484) is incorporated herein by this reference.*

          o.       Deferred Compensation Agreement between Lawrence N. Smith and
                   the Registrant filed as Exhibit 10(p) to the Registrant's
                   Annual Report on Form 10-K for the fiscal year ended February
                   28, 1987 (No. 1-8484) is incorporated herein by this
                   reference.*

          p.       Amendment dated September 15, 1989 to Deferred Compensation
                   Agreement between Lawrence N. Smith and the Registrant filed
                   as Exhibit 10(o) to Registrant's Annual Report on Form 10-K
                   for the fiscal year ended February 28, 1990 (No. 1-8484) is
                   incorporated herein by this reference.*

<PAGE>

          q.       Deferred Compensation Agreement between George A. Thornton,
                   III and the Registrant filed as Exhibit 10(q) to the
                   Registrant's Annual Report on Form 10-K for the fiscal year
                   ended February 28, 1987 (No. 1-8484) is incorporated herein
                   by this reference.*

          r.       Amendment dated September 15, 1989 to Deferred Compensation
                   Agreement between George A. Thornton, III and the Registrant
                   filed as Exhibit 10(q) to Registrant's Annual Report on Form
                   10-K for the fiscal year ended February 28, 1990 (No. 1-8484)
                   is incorporated herein by this reference.*

          s.       Employees Supplemental Profit-Sharing and Retirement Savings
                   Plan, adopted effective as of March 1, 1991, amended and
                   restated effective as of March 1, 1994. * (1)

          t.       Registrant's 1983 Stock Option Plan, as amended, filed as
                   Exhibit C to Registrant's Proxy Statement dated May 9, 1988
                   (No. 1-8484) for its Annual Meeting of Stockholders held on
                   June 22, 1988 is incorporated herein by this reference.*

          u.       Amendments to registrant's 1983 Stock Option Plan, as
                   amended, filed as Exhibit 10(t) to Registrant's Annual Report
                   on Form 10-K for the fiscal year ended February 28, 1990 (No.
                   1-8484) is incorporated herein by this reference.*

          v.       Registrant's 1990 Stock Option Plan, as amended, filed as
                   Exhibit 10(t) to Registrant's Annual Report on Form 10-K for
                   the fiscal year ended February 28, 1993 (No. 1-8484) is
                   incorporated herein by this reference.*

          w.       Registrant's 1994 Stock Option Plan, as amended, filed as
                   Exhibit A to Registrant's Proxy Statement dated May 3, 1994
                   (No. 1-8484) for its Annual Meeting of Stockholders held on
                   June 15, 1994 is incorporated herein by this reference.*

          x.       Registrant's Executive Severance Plan effective as of
                   September 15, 1989 filed as Exhibit 10(v) to Registrant's
                   Annual Report on Form 10-K for the fiscal year ended February
                   28, 1990 (No. 1-8484) is incorporated herein by this
                   reference.*

          y.       Form of Executive Supplemental Retirement Agreement between
                   the Registrant and each of William C. DeRusha and Troy A.
                   Peery, Jr. dated January 1, 1996. * (1)

          z.       Form of Executive Supplemental Retirement Agreement between
                   the Registrant and each of James F. Cerza, Jr., Joseph R.
                   Jenkins and James R. Riddle dated January 1, 1996. * (1)

          aa.      Form of Executive Supplemental Retirement Agreement between
                   the Registrant and William J. Dieter dated January 1, 1996. *
                   (1)

          bb.      Employment Agreement made as of November 1, 1996
                   between William C. DeRusha and the Registrant. * (1)

          cc.      Employment Agreement made as of November 1, 1996
                   between Troy A. Peery, Jr. and the Registrant. * (1)

          dd.      The following Agreements filed as Exhibits 10 (ii) through 10
                   (kk) to the Registrant's Annual Report on Form 10-K for
                   fiscal year ended February 28, 1991 (No. 1-8484) are
                   incorporated herein by this reference:

<PAGE>

                   (1)       Employment Agreement dated April 10, 1991 between
                             Joseph R. Jenkins and the Registrant.*

                   (2)       Employment Agreement dated April 10, 1991 between
                             James C. Cerza, Jr. and the Registrant.*

                   (3)       Employment Agreement dated April 10, 1991 between
                             James R. Riddle and the Registrant.*

          ee.      Carve Out Life Insurance Plan filed as Exhibit 10(ff) to the
                   Registrant's Annual Report on Form 10-K for the fiscal year
                   ended February 28, 1993 (No. 1-8484) is incorporated herein
                   by this reference.*

          ff.      Amendment, dated as of August 18, 1993, to the Heilig-
                   Meyers Company Severance Plan filed as exhibit 10(hh) to the
                   Registrant's Annual Report on Form 10-K for the fiscal year
                   ended February 28, 1994 (No. 1-8484) is incorporated herein
                   by this reference.*

          gg.      1988 Deferred Compensation Agreement for Outside Directors
                   between George A. Thornton, III and the Registrant filed as
                   exhibit 10(ii) to the Registrant's Annual Report on Form 10-K
                   for the fiscal year ended February 28, 1994 (No. 1-8484) is
                   incorporated herein by this reference.*

          hh.      Amendment, dated as of April 18, 1994, to the 1986 Heilig-
                   Meyers Company Deferred Compensation Agreement for Outside
                   Director between George A. Thornton, III and the Registrant
                   filed as exhibit 10(jj) to the Registrant's Annual Report on
                   Form 10-K for the fiscal year ended February 28, 1994 (No. 1-
                   8484) is incorporated herein by this reference.*

          ii.      Amendment, dated as of April 18, 1994, to the 1990 Heilig
                   Meyers Company Deferred Compensation Agreement for Outside
                   Director between George A. Thornton, III and the Registrant
                   filed as exhibit 10(kk) to the Registrant's Annual Report on
                   Form 10-K for the fiscal year ended February 28, 1994 (No. 1-
                   8484) is incorporated herein by this reference.*

          jj.      Letter Agreement, dated August 26, 1993, amending employment
                   agreement between Joseph R. Jenkins and the Registrant filed
                   as exhibit 10(ll) to the Registrant's Annual Report on Form
                   10-K for the fiscal year ended February 28, 1994 (No. 1-8484)
                   is incorporated herein by this reference.*

          kk.      Letter Agreement, dated August 26, 1993, amending employment
                   agreement between James R. Riddle and the Registrant filed as
                   exhibit 10(mm) to the Registrant's Annual Report on Form 10-K
                   for the fiscal year ended February 28, 1994 (No. 1-8484) is
                   incorporated herein by this reference.*

          ll.      Letter Agreement, dated August 26, 1993, amending employment
                   agreement between James F. Cerza and the Registrant filed as
                   exhibit 10(nn) to the Registrant's Annual Report on Form 10-K
                   for the fiscal year ended February 28, 1994 (No. 1-8484) is
                   incorporated herein by this reference.*

          mm.      $400,000,000 Credit Agreement dated July 18, 1995 among
                   MacSaver Financial Services, Inc., as Borrower; the
                   Registrant, as Guarantor; and Wachovia Bank of Georgia, N.A.,
                   as Administrative Agent, as amended by the First Amendment
                   and Restatement of Credit Agreement dated May 14, 1996 filed
                   as exhibit 10 (pp) to the Registrant's Annual Report on Form
                   10-K for the fiscal year ended February 29, 1996 (No. 1-8484)
                   is incorporated herein by this reference.

<PAGE>

          nn.      Rhodes, Inc. Employees' Savings Plan, filed with the
                   Commission as Exhibit 10.6 to Rhodes, Inc.'s Annual
                   Report on Form 10-K for the year ended February 28, 1986 (No.
                   0-08966) is incorporated herein by this reference.*

          oo.      Policy issued by Life Insurance Company of North America,
                   dated March 1, 1989 covering the Rhodes, Inc. Employee
                   Disability Plan, filed with the Commission as Exhibit 10.38
                   to Rhodes, Inc.'s Annual Report on Form 10-K for the year
                   ended February 28, 1991 (No. 0-08966) is incorporated herein
                   by this reference.*

          pp.      Form of Compensation (change in control) Agreement between
                   Irwin L. Lowenstein and Rhodes, Inc., filed with the
                   Commission as Exhibit 10.7 to Rhodes, Inc.'s Annual
                   Report on Form 10-K for the year ended February 28, 1995 (No.
                   1-09308) is incorporated herein by this reference.*

          qq.      Amended and Restated Merchant Agreement by and between
                   Beneficial National Bank USA, HMY RoomStore, Inc. and Rhodes,
                   Inc., dated as of May 9, 1997. (1)

          rr.      Compensation Agreement entered into between Rhodes, Inc. and
                   Joel T. Lanham, filed with the Commission as Exhibit 10.10 to
                   Rhodes, Inc.'s. Annual Report on Form 10-K for the year
                   ended February 29, 1996 (No. 1-09308) is incorporated herein
                   by this reference.*

          ss.      Compensation Agreement entered into between Rhodes, Inc. and
                   Joel H. Dugan, filed with the Commission as Exhibit 10.11 to
                   Rhodes, Inc.'s Annual Report on Form 10-K for the year
                   ended February 29, 1996 (No. 1-09308) is incorporated herein
                   by this reference.*

11.                Computation of per share earnings for the fiscal years ended
                   February 28, (29), 1997, 1996 and 1995. (1)

21.                Subsidiaries of Registrant. (1)

23.                Consents of experts and counsel.

                   a.      Consent of Deloitte & Touche LLP to incorporation by
                           reference of Accountants' Reports into Registrant's
                           Registration Statements on Form S-8 and Form S-3. (1)

27.           Financial Data Schedule. (1)

99.           Additional Exhibits

                   a.      Financial Statements required by Form 11-K, Annual
                           Report of Rhodes, Inc. Employees' Savings Plan for
                           the Plan year ended December 31, 1996. (2)

----------------------
*     Management contract or compensatory plan or arrangement of the Company
      required to be filed as an exhibit.

(1)   Filed as exhibits to Registrant's Annual Report on Form 10-K for the year
      ended February 28, 1997.

(2)   Filed with this Form 10-K/A.