HEILIG MEYERS CO
10-Q/A, 1997-01-17
FURNITURE STORES
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                                       UNITED STATES
                            SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, D.C.  20549
                                        FORM 10-Q/A



(Mark One)

 X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the quarterly period ended           November 30, 1996              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)

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

                                                                          
(Former name, former address and former fiscal year, if changed
 since last report.)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 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 such
filing requirements for the past 90 days.Yes X  No       

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of January 1, 1997.

     48,622,771 shares of Common Stock, $2.00 par value.
<page 1>

                              SIGNATURES


      Pursuant to the requirements 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           
                                          (Registrant)



Date:      January 14, 1996                             
                                          Joseph R. Jenkins
                                          Executive Vice President
                                          Principal Financial Officer


Date:      January 14, 1996               /s/William J. Dieter               
                                          William J. Dieter
                                          Senior Vice President, 
                                          Accounting and Principal
                                          Accounting Officer

<page 12>

Other Information:

Amended 10-Q filed because \s\ salutation was inadvertently omitted.



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