SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C.  20549

                             FORM 8-K

                          CURRENT REPORT

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

     DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  AUGUST 23, 1995

                         HECHINGER COMPANY
        (Exact name of registrant as specified in its charter)

         Delaware                 0-7214                52-1001530 
     (State or other           (Commission           (I.R.S. Employer
     jurisdiction of           File Number)           Identification
     incorporation)                                        Number)

         3500 Pennsy Drive Landover, MD                  20785
       (Address of principal executive offices)       (Zip Code)

                                 (301) 341-1000
              (Registrant's telephone number, including area code)


     ITEM 5.   OTHER EVENTS.

               On August 23, 1995, Hechinger Company (the "Company") issued
     a press release announcing its plans to combine its Hechinger Stores
     and Home Quarters Warehouse operations under one management team.  The
     press  release is attached as Exhibit 99 hereto and is incorporated
     herein by reference.

     ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
               EXHIBITS.

     (C)  Exhibits.

     Exhibit No.

          99   Press release dated August 23, 1995.


                                   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 hereunto duly authorized.

                                   Hechinger Company

                                   By:  /s/ W. Clark McClelland
                                        _________________________
                                        W. Clark McClelland
                                        Executive Vice President and
                                          Chief Financial Officer

     Date:          August 23, 1995


                                  EXHIBIT INDEX

          Exhibit                                           Sequential
            No.               Description                    Page No. 

            99                Press release dated August 23, 1995


     FOR IMMEDIATE RELEASE
     HECHINGER COMPANY ANNOUNCES PLAN TO COMBINE ITS HECHINGER STORES AND
     HOME QUARTERS WAREHOUSE OPERATIONS

     LANDOVER, MARYLAND -- August 23, 1995 -- Hechinger Company (Nasdaq-
     NNM: HECHA and HECHB) today announced plans to combine its Hechinger
     Stores and Home Quarters Warehouse operations under one management
     team.

     John W. Hechinger, Jr.,  Chief Executive Officer of Hechinger Company 
     said, "Home  Quarters and Hechinger have become similar in many ways. 
     In the HQ Chesapeake Class store and the Hechinger Home Project
     Center, we have developed innovative store formats that serve a
     similar customer,  emphasize customer service and differentiate us
     from competitors.  In addition, HQ and Hechinger have the same
     business objective to be the leading home improvement retailer in the
     markets they serve.  And, HQ and Hechinger are competing with the same
     industry players.

     "Because of these similarities,  we saw the opportunity to create a
     single, fully integrated Company.  This new, unified Company will
     combine the talents of the strong HQ and Hechinger management teams. 
     We believe the increased size and leverage from operating as a single
     business will create a more powerful organization.  We will employ the
     best practices of both organizations.  We will have more leverage with
     our vendors.  By combining the best of our HQ Chesapeake Class stores
     and the best of our Hechinger Home Project Centers, we will create
     what we believe to be the best stores in the home center industry.   

     "In addition to these benefits, we will become a more efficient
     company by eliminating overlapping functions. We believe that this
     will save us approximately $20 million (pre-tax) annually once the
     merger has been completed, which is expected by late 1996.  We believe
     this is the right decision for the business and for our shareholders."

     As a result of this action, John W. Hechinger, Jr., President and
     Chief Executive Officer of Hechinger Company will become Chairman of
     the Board of Directors and will continue as Chief Executive Officer of
     Hechinger Company.  Kenneth J. Cort, currently President and Chief
     Executive Officer of Hechinger Stores Company, will become President
     and Chief Operating Officer of the consolidated company.  W. Clark
     McClelland will continue in his role as Executive Vice President and
     Chief Financial Officer of Hechinger Company.  Frank C. Doczi,
     currently President and Chief Executive Officer of Home Quarters
     Warehouse, Inc., will assume the position of Special Advisor to the
     Chairman.  John W. Hechinger, Sr., currently Chairman of the Board of
     Directors, will become Chairman of the Executive Committee of the
     Board of Directors.

     Mr. Hechinger, Jr. said, "Frank Doczi has been an inspirational
     leader for Home Quarters, Hechinger Company and the home center
     industry.  He has done a tremendous job building Home Quarters to a
     $1.3 billion company from its inception in just 10 years.  Everyone
     at Home Quarters and Hechinger owes Frank a debt of gratitude.  I
     look forward to his continued support and guidance."

     Mr. Doczi said, "I am very proud of what the Home Quarters team has
     accomplished in a very short time.  I know all of the Home Quarters
     people will continue to do their best in the merged organization. 
     I will continue to support the Company and assist John in every way
     possible."

     --more--

     Mr. Hechinger, Jr. continued, "Since joining Hechinger in January
     1993, Ken Cort has proven to be a very strong merchant.  He is
     directly responsible for the latest  version of the Hechinger Home
     Project Center, which has received industry and customer acclaim
     for its merchandising and customer service features.  Under Ken's
     leadership, Hechinger Stores has maintained its position as a
     leader in its markets in the face of heavy competitive incursions. 
     I am confident that Ken will do a great job in his new role."

     The new management team of the combined company will be made up of
     a combination of current Home Quarters and Hechinger employees. 
     Most of the management and administrative functions will be
     consolidated into Hechinger's existing facilities in Landover,
     Maryland.  Certain information systems and accounting functions are
     planned to remain in the Virginia Beach, Virginia area where the
     offices of Home Quarters currently reside.  

     Mr. Hechinger, Jr. continued, "As always, we are very concerned
     about the welfare of our employees affected by these actions.  We
     will do everything we can to lessen the problems they may face and
     show them the compassion they deserve."  The Company will offer
     severance pay and outplacement assistance to employees affected by
     these actions.

     As a result of these actions, the Company expects to record a
     charge of approximately $20 to $25 million (pre-tax) in the fourth
     quarter of fiscal 1995.  The charge will cover the costs of
     severance, the write-off of certain assets, and other related
     costs.

     Because of the Company's commitment to complete this consolidation
     successfully and in a timely manner, the Company plans to limit new
     store openings in 1996 to one new Home Quarters Warehouse
     Chesapeake Class store and relocate two older, smaller Hechinger
     stores to new 95,000 square foot facilities.  In 1997, the Company
     plans to open approximately five new Home Quarters Warehouse stores
     and relocate two Hechinger stores to larger facilities.

     Hechinger Company, a leading specialty retailer, serves the growing
     home improvement industry with 64 Hechinger stores and 51 Home
     Quarters Warehouse stores in 21 states and the District of
     Columbia.

     #####

     Contact:   Richard S. Gross
                Vice President, Corporate Controller
                (301) 341-0443
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 8620}]
SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C.  20549

                             FORM 8-K

                          CURRENT REPORT

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

     DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):  AUGUST 23, 1995

                         HECHINGER COMPANY
        (Exact name of registrant as specified in its charter)

         Delaware                 0-7214                52-1001530 
     (State or other           (Commission           (I.R.S. Employer
     jurisdiction of           File Number)           Identification
     incorporation)                                        Number)

         3500 Pennsy Drive Landover, MD                  20785
       (Address of principal executive offices)       (Zip Code)

                                 (301) 341-1000
              (Registrant's telephone number, including area code)

     ITEM 5.   OTHER EVENTS.

               On August 23, 1995, Hechinger Company (the "Company") issued
     a press release announcing its plans to combine its Hechinger Stores
     and Home Quarters Warehouse operations under one management team.  The
     press  release is attached as Exhibit 99 hereto and is incorporated
     herein by reference.

     ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
               EXHIBITS.

     (C)  Exhibits.

     Exhibit No.

          99   Press release dated August 23, 1995.

                                   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 hereunto duly authorized.

                                   Hechinger Company

                                   By:  /s/ W. Clark McClelland
                                        _________________________
                                        W. Clark McClelland
                                        Executive Vice President and
                                          Chief Financial Officer

     Date:          August 23, 1995

                                  EXHIBIT INDEX

          Exhibit                                           Sequential
            No.               Description                    Page No. 

            99                Press release dated August 23, 1995

     FOR IMMEDIATE RELEASE
     HECHINGER COMPANY ANNOUNCES PLAN TO COMBINE ITS HECHINGER STORES AND
     HOME QUARTERS WAREHOUSE OPERATIONS

     LANDOVER, MARYLAND -- August 23, 1995 -- Hechinger Company (Nasdaq-
     NNM: HECHA and HECHB) today announced plans to combine its Hechinger
     Stores and Home Quarters Warehouse operations under one management
     team.

     John W. Hechinger, Jr.,  Chief Executive Officer of Hechinger Company 
     said, "Home  Quarters and Hechinger have become similar in many ways. 
     In the HQ Chesapeake Class store and the Hechinger Home Project
     Center, we have developed innovative store formats that serve a
     similar customer,  emphasize customer service and differentiate us
     from competitors.  In addition, HQ and Hechinger have the same
     business objective to be the leading home improvement retailer in the
     markets they serve.  And, HQ and Hechinger are competing with the same
     industry players.

     "Because of these similarities,  we saw the opportunity to create a
     single, fully integrated Company.  This new, unified Company will
     combine the talents of the strong HQ and Hechinger management teams. 
     We believe the increased size and leverage from operating as a single
     business will create a more powerful organization.  We will employ the
     best practices of both organizations.  We will have more leverage with
     our vendors.  By combining the best of our HQ Chesapeake Class stores
     and the best of our Hechinger Home Project Centers, we will create
     what we believe to be the best stores in the home center industry.   

     "In addition to these benefits, we will become a more efficient
     company by eliminating overlapping functions. We believe that this
     will save us approximately $20 million (pre-tax) annually once the
     merger has been completed, which is expected by late 1996.  We believe
     this is the right decision for the business and for our shareholders."

     As a result of this action, John W. Hechinger, Jr., President and
     Chief Executive Officer of Hechinger Company will become Chairman of
     the Board of Directors and will continue as Chief Executive Officer of
     Hechinger Company.  Kenneth J. Cort, currently President and Chief
     Executive Officer of Hechinger Stores Company, will become President
     and Chief Operating Officer of the consolidated company.  W. Clark
     McClelland will continue in his role as Executive Vice President and
     Chief Financial Officer of Hechinger Company.  Frank C. Doczi,
     currently President and Chief Executive Officer of Home Quarters
     Warehouse, Inc., will assume the position of Special Advisor to the
     Chairman.  John W. Hechinger, Sr., currently Chairman of the Board of
     Directors, will become Chairman of the Executive Committee of the
     Board of Directors.

     Mr. Hechinger, Jr. said, "Frank Doczi has been an inspirational
     leader for Home Quarters, Hechinger Company and the home center
     industry.  He has done a tremendous job building Home Quarters to a
     $1.3 billion company from its inception in just 10 years.  Everyone
     at Home Quarters and Hechinger owes Frank a debt of gratitude.  I
     look forward to his continued support and guidance."

     Mr. Doczi said, "I am very proud of what the Home Quarters team has
     accomplished in a very short time.  I know all of the Home Quarters
     people will continue to do their best in the merged organization. 
     I will continue to support the Company and assist John in every way
     possible."

     --more--

     Mr. Hechinger, Jr. continued, "Since joining Hechinger in January
     1993, Ken Cort has proven to be a very strong merchant.  He is
     directly responsible for the latest  version of the Hechinger Home
     Project Center, which has received industry and customer acclaim
     for its merchandising and customer service features.  Under Ken's
     leadership, Hechinger Stores has maintained its position as a
     leader in its markets in the face of heavy competitive incursions. 
     I am confident that Ken will do a great job in his new role."

     The new management team of the combined company will be made up of
     a combination of current Home Quarters and Hechinger employees. 
     Most of the management and administrative functions will be
     consolidated into Hechinger's existing facilities in Landover,
     Maryland.  Certain information systems and accounting functions are
     planned to remain in the Virginia Beach, Virginia area where the
     offices of Home Quarters currently reside.  

     Mr. Hechinger, Jr. continued, "As always, we are very concerned
     about the welfare of our employees affected by these actions.  We
     will do everything we can to lessen the problems they may face and
     show them the compassion they deserve."  The Company will offer
     severance pay and outplacement assistance to employees affected by
     these actions.

     As a result of these actions, the Company expects to record a
     charge of approximately $20 to $25 million (pre-tax) in the fourth
     quarter of fiscal 1995.  The charge will cover the costs of
     severance, the write-off of certain assets, and other related
     costs.

     Because of the Company's commitment to complete this consolidation
     successfully and in a timely manner, the Company plans to limit new
     store openings in 1996 to one new Home Quarters Warehouse
     Chesapeake Class store and relocate two older, smaller Hechinger
     stores to new 95,000 square foot facilities.  In 1997, the Company
     plans to open approximately five new Home Quarters Warehouse stores
     and relocate two Hechinger stores to larger facilities.

     Hechinger Company, a leading specialty retailer, serves the growing
     home improvement industry with 64 Hechinger stores and 51 Home
     Quarters Warehouse stores in 21 states and the District of
     Columbia.

     #####

     Contact:   Richard S. Gross
                Vice President, Corporate Controller
                (301) 341-0443