Registration No. 33-______


       As Filed with the Securities and Exchange Commission on June 23, 1994
       ______________________________________________________________________
       ______________________________________________________________________



                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                               _______________________

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        Under
                              THE SECURITIES ACT OF 1933

                               _______________________


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

                VIRGINIA                            54-0558861
       (State of incorporation)                  (I.R.S. Employer
                                                Identification No.)

                    2235 Staples Mill Road, Richmond, Virginia  23230
              (Address of principal executive offices, including zip code)


                                HEILIG-MEYERS COMPANY
                                1994 STOCK OPTION PLAN
                               (Full title of the plan)


                              Roy B. Goodman, Secretary
                                Heilig-Meyers Company
                   2235 Staples Mill Road, Richmond, Virginia 23230
                                    (804) 359-9171
              (Name, address, and telephone number of agent for service)

                               _______________________









                           CALCULATION OF REGISTRATION FEE


 ______________________________________________________________________________
 ______________________________________________________________________________

 Title of         Amount       Proposed     Proposed     Amount of
 Securities to    to be        Maximum      Maximum      Registration
 be Registered    Registered   Offering     Aggregate    Fee
                               Price per    Offering
                               Share        Price
 ______________________________________________________________________________
 ______________________________________________________________________________

 Common Stock,    1,200,000    $27.0625(1)  $32,475,000  $11,198.35
 par value $2.00    Shares

 Rights to        1,200,000        (2)           (2)        $100
 Purchase Preferred 
 Stock, Series A, 
 par value $10.00
 ______________________________________________________________________________

        
           (1)Estimated solely for purposes of calculating registration fee.
    Based on the average of the high and low prices of the Common Stock on
    the New York Stock Exchange on June 21, 1994.

           (2)The Rights to Purchase Preferred Stock will be attached to and
    trade with shares of the Common Stock of the Company.  Value attributable
    to such rights, if any, will be reflected in the market price of the shares
    of Common Stock.  The fee paid represents the minimum statutory fee
    pursuant to Section 6(b) of the Securities Act of 1933.
















                                          2







       PART II.     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

       Item 3. Incorporation of Certain Documents by Reference

          The Company hereby incorporates by reference into this Prospectus
       the documents listed below that have been filed with the Securities and
       Exchange Commission:

          (a)  The Company's Annual Report on Form 10-K (File No. 1-8484) for
               the year ended February 28, 1994;

          (b)  All reports filed pursuant to Section 13(a) or 15(d) of the
               Securities Exchange Act of 1934 since the end of the fiscal
               year covered by the annual report referred to in (a) above.

          (c)  The  Company's definitive proxy statement filed pursuant to
               Section 14 of the 1934 Act in connection with its Annual
               Meeting of Shareholders held on June 15, 1994, and any
               definitive proxy statements so filed in connection with
               subsequent meetings of its shareholders;

          (d)  The description of the Company's Common Stock contained in a
               Registration Statement on Form 8-A (File No. 1-8484) filed with
               the Commission on April 26, 1983, as amended by Forms 8 filed
               April 9, 1985, February 23, 1988, September 20, 1989, July 31,
               1990 and August 6, 1992, including any other amendment or
               report filed for the purpose of updating such description; and

          (e)  The description of the Company's Rights to Purchase Preferred
               Stock, Series A, par value $10.00 per share, contained in a
               Registration Statement on Form 8-A (File No. 1-8484) filed with
               the Commission on February 23, 1988, as amended by Form 8 filed
               September 20, 1989, including any other amendment or report
               filed for the purpose of updating such description.

          All documents subsequently filed  pursuant to Sections 13(a), 13(c),
       14 and 15(d) of the 1934 Act, prior to the filing of a post-effective
       amendment indicating that all securities offered have been sold or
       deregistering all securities then remaining unsold, shall be deemed to
       be incorporated by reference into this Prospectus and to be a part
       hereof from the date of filing such documents.

          The Company also incorporates by reference all information as to
       stock options, including the amount outstanding, exercises, prices and
       expiration dates, included in the Company's future proxy statements,
       annual reports to shareholders, or appendices to this Prospectus.





                                          3







       Item 4. Description of Rights

          On February 17, 1988, the Board of Directors of the Company declared
       a  dividend distribution of one preferred share purchase right (a
       "Right") for each share of Common Stock (a) outstanding at the close of
       business on that date; (b) to become outstanding between that date and
       the earliest of the Distribution Date, the Redemption Date and the 
       Final Expiration Date (as such terms are defined in the Rights 
       Agreement between the Company and Crestar Bank dated as of February 17,
       1988);  or (c) issued pursuant to the exercise of options, under an 
       employee benefit plan, or upon the conversion of securities, which 
       options, plan, or securities were issued or adopted  before the 
       Distribution Date.  The description and terms of the Rights are  set
       forth more fully  in the Registration Statement on Form 8-A (File Number
       1-8484) filed with the Commission on February 23, 1988, as amended by
       Form 8 filed September 20, 1989, which forms are incorporated herein by
       reference.


       Item 6. Indemnification of Directors and Officers

          The  laws  of the  Commonwealth of  Virginia  pursuant to  which the
       Company  is  incorporated  permit  it  to  indemnify  its officers  and
       directors against  certain liabilities  arising by reason  of the  fact
       that the person is or was a director, officer, employee or agent of the
       Company.  The Articles of Incorporation  of the Company provide for the
       indemnification  of  each  director   and  officer  (including   former
       directors and  officers and  each  person who  may have  served at  the
       request of  the Company  as a  director or officer  of any  other legal
       entity  and, in  all cases,  his heirs,  executors and  administrators)
       against liabilities (including expenses)  reasonably incurred by him in
       connection  with any actual or threatened action, suit or proceeding to
       which he may be  made a party by reason  of his being or having  been a
       director or officer  of the Company, except in  relation to any action,
       suit or  proceeding in  which he  has been adjudged  liable because  of
       willful misconduct or a knowing violation of the criminal law.

          The  Company  has  purchased   directors'  and  officers'  liability
       insurance,   and  company  reimbursement  insurance  which  covers  all
       directors and officers of the Company and its subsidiaries.


       Item 8. Exhibits

          See Index to Exhibits.


       Item 9. Undertakings

          The undersigned registrant hereby undertakes:


                                          4







          (a)  (1)  To  file, during any period  in which offers  or sales are
       being made, a post-effective amendment to this registration statement:

               (i)   To include any prospectus required by Section 10(a)(3) of
       the Securities Act of 1933;

               (ii)   To reflect in the prospectus any facts or events arising
       after the effective  date of  the registration statement  (or the  most
       recent post-effective amendment thereof)  which, individually or in the
       aggregate, represents a fundamental change in the information set forth
       in the registration statement;

               (iii) To include any  material information with respect  to the
       plan  of  distribution not  previously  disclosed  in the  registration
       statement   or  any  material   change  to  such   information  in  the
       registration statement;

          Provided, however,  that paragraphs (a)(1)(i) and  (a)(1)(ii) do not
       apply if the registration statement is  on Form S-3 or on Form S-8  and
       the information required to  be included in a post-effective  amendment
       by  those  paragraphs is  contained in  periodic  reports filed  by the
       registrant  pursuant to Section 13  or Section 15(d)  of the Securities
       Exchange  Act of  1934  that  are  incorporated  by  reference  in  the
       registration statement.

               (2)  That, for  the purpose of determining  any liability under
       the Securities Act of 1933, each such post-effective amendment shall be
       deemed  to be a new  registration statement relating  to the securities
       offered therein, and the offering of such securities at that time shall
       be deemed to be the initial bona fide offering thereof.

               (3)  To remove  from registration by means  of a post-effective
       amendment any of the securities being registered which remain unsold at
       the termination of the offering.

          (b)  That,  for the purpose  of determining any  liability under the
       Securities  Act of  1933, each such  post-effective amendment  and each
       filing of the registrant's  annual report pursuant to Section  12(a) or
       Section  15(d) of  the  Securities Exchange  Act  of 1934  (and,  where
       applicable, each filing  of an  employee benefit  plan's annual  report
       pursuant to Section  15(d) of the Securities Exchange Act of 1934) that
       is incorporated  by reference  in the registration  statement shall  be
       deemed  to be a new  registration statement relating  to the securities
       offered therein, and the offering of such securities at that time shall
       be deemed to be the initial bona fide offering thereof.

          (c)  Insofar as indemnification  for liabilities  arising under  the
       Securities  Act of  1933 may  be permitted  to directors,  officers and
       controlling  persons  of  the  registrant  pursuant  to  the  foregoing
       provisions, or otherwise, the  registrant has been advised that  in the
       opinion of the Securities  and Exchange Commission such indemnification

                                          5







       is  against public policy  as expressed in  the Act and  is, therefore,
       unenforceable.  In the  event that a claim for  indemnification against
       such  liabilities (other than the payment by the registrant of expenses
       incurred or  paid by a director,  officer or controlling person  of the
       registrant in the successful defense of any action, suit or proceeding)
       is  asserted  by  such  director,  officer  or  controlling  person  in
       connection with  the securities being registered,  the registrant will,
       unless in  the opinion of  its counsel the  matter has been  settled by
       controlling precedent,  submit to  a court of  appropriate jurisdiction
       the  question  whether such  indemnification  by it  is  against public
       policy  as expressed  in the  Act  and will  be governed  by the  final
       adjudication of such issue.








































                                          6








                                  POWER OF ATTORNEY

          Each person whose signature appears below hereby appoints William C.
       DeRusha and Troy  A. Peery, Jr.,  or any of  them, his true and  lawful
       attorney-in-fact to sign  on his behalf,  as an individual  and in  the
       capacity  stated below,  any amendment  or post-effective  amendment to
       this registration statement which said attorney-in-fact may deem appro-
       priate or necessary.


                                      SIGNATURES

          Pursuant  to the  requirements of  the Securities  Act of  1933, the
       registrant  certifies that it has reasonable grounds to believe that it
       meets  all of  the requirements  for filing  on Form  S-8 and  has duly
       caused this registration  statement to be  signed on its behalf  by the
       undersigned,  thereunto  duly  authorized,  in the  City  of  Richmond,
       Commonwealth of Virginia, on June 22, 1994.

                                   HEILIG-MEYERS COMPANY
                                     Registrant


                                   By:s/William C.  DeRusha                   
                                     William C. DeRusha,
                                      Chief Executive Officer


          Pursuant to the  requirements of  the Securities Act  of 1933,  this
       registration  statement has been signed below  by the following persons
       in the capacities and on the dates indicated.

          Signature                    Title                  Date



       s/William C. DeRusha        Chairman of the        June 22, 1994
       William C. DeRusha          Board, Chief
                                   Executive Officer,
                                   and Director



       s/Troy A. Peery, Jr.        President,             June 22, 1994
       Troy A. Peery, Jr.          Chief Operating
                                   Officer, and Director






                                          7







       s/Joseph R. Jenkins         Executive Vice         June 22, 1994
       Joseph R. Jenkins           President and
                                   Chief Financial 
                                   Officer


       s/William J. Dieter         Senior Vice            June 22, 1994
       William J. Dieter           President,
                                   Accounting and
                                   Chief Accounting
                                   Officer

       s/Alexander Alexander       Director               June 22, 1994
       Alexander Alexander


       s/Robert L. Burrus, Jr.     Director               June 22, 1994
       Robert L. Burrus, Jr.


       s/Arthur D. Charpentier     Director               June 22, 1994
       Arthur D. Charpentier


       s/Benjamin F. Edwards III   Director               June 14, 1994
       Benjamin F. Edwards III


       s/Alan G. Fleischer         Director               June 14, 1994
       Alan G. Fleischer


       s/Nathaniel Krumbein        Director               June 22, 1994
       Nathaniel Krumbein


       s/Hyman Meyers              Director               June 15, 1994
       Hyman Meyers


       s/S. Sidney Meyers          Director               June 22, 1994
       S. Sidney Meyers


       s/Lawrence N. Smith         Director               June 14, 1994
       Lawrence N. Smith


       s/George A. Thornton III    Director               June 22, 1994
       George A. Thornton, III


                                          8








                                  Index to Exhibits

                                                                        Page


        (4)(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 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  are
                incorporated herein by this reference.

           (c)  Articles  of  Amendment   to  Registrant's   Restated
                Articles of Incorporation  filed as  Exhibit 4(c)  to
                Registrant's  Annual Report  on  Form  10-K  for  the
                fiscal year ended February 28, 1993  are incorporated
                herein by this reference.

           (d)  Registrant's Amended Bylaws filed  as Exhibit 3(b) to
                Registrant's Annual Report  on Form 10-K  (commission
                file  number  1-8484)  for  the   fiscal  year  ended
                February  29, 1988  are incorporated  herein  by this
                reference.

        (5)     Opinion of McGuire, Woods, Battle & Boothe
                                    
       (23)(a)  Consent of Deloitte & Touche

           (b)  Consent of  McGuire, Woods, Battle & Boothe (included
                in the opinion filed as Exhibit 5)

       (24)     Power of attorney (see signature page)















                                          9
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Registration No. 33-______

       As Filed with the Securities and Exchange Commission on June 23, 1994
       ______________________________________________________________________
       ______________________________________________________________________

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                               _______________________

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        Under
                              THE SECURITIES ACT OF 1933

                               _______________________

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

                VIRGINIA                            54-0558861
       (State of incorporation)                  (I.R.S. Employer
                                                Identification No.)

                    2235 Staples Mill Road, Richmond, Virginia  23230
              (Address of principal executive offices, including zip code)

                                HEILIG-MEYERS COMPANY
                                1994 STOCK OPTION PLAN
                               (Full title of the plan)

                              Roy B. Goodman, Secretary
                                Heilig-Meyers Company
                   2235 Staples Mill Road, Richmond, Virginia 23230
                                    (804) 359-9171
              (Name, address, and telephone number of agent for service)

                               _______________________

                           CALCULATION OF REGISTRATION FEE

 ______________________________________________________________________________
 ______________________________________________________________________________

 Title of         Amount       Proposed     Proposed     Amount of
 Securities to    to be        Maximum      Maximum      Registration
 be Registered    Registered   Offering     Aggregate    Fee
                               Price per    Offering
                               Share        Price
 ______________________________________________________________________________
 ______________________________________________________________________________

 Common Stock,    1,200,000    $27.0625(1)  $32,475,000  $11,198.35
 par value $2.00    Shares

 Rights to        1,200,000        (2)           (2)        $100
 Purchase Preferred 
 Stock, Series A, 
 par value $10.00
 ______________________________________________________________________________

        
           (1)Estimated solely for purposes of calculating registration fee.
    Based on the average of the high and low prices of the Common Stock on
    the New York Stock Exchange on June 21, 1994.

           (2)The Rights to Purchase Preferred Stock will be attached to and
    trade with shares of the Common Stock of the Company.  Value attributable
    to such rights, if any, will be reflected in the market price of the shares
    of Common Stock.  The fee paid represents the minimum statutory fee
    pursuant to Section 6(b) of the Securities Act of 1933.

                                          2

       PART II.     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

       Item 3. Incorporation of Certain Documents by Reference

          The Company hereby incorporates by reference into this Prospectus
       the documents listed below that have been filed with the Securities and
       Exchange Commission:

          (a)  The Company's Annual Report on Form 10-K (File No. 1-8484) for
               the year ended February 28, 1994;

          (b)  All reports filed pursuant to Section 13(a) or 15(d) of the
               Securities Exchange Act of 1934 since the end of the fiscal
               year covered by the annual report referred to in (a) above.

          (c)  The  Company's definitive proxy statement filed pursuant to
               Section 14 of the 1934 Act in connection with its Annual
               Meeting of Shareholders held on June 15, 1994, and any
               definitive proxy statements so filed in connection with
               subsequent meetings of its shareholders;

          (d)  The description of the Company's Common Stock contained in a
               Registration Statement on Form 8-A (File No. 1-8484) filed with
               the Commission on April 26, 1983, as amended by Forms 8 filed
               April 9, 1985, February 23, 1988, September 20, 1989, July 31,
               1990 and August 6, 1992, including any other amendment or
               report filed for the purpose of updating such description; and

          (e)  The description of the Company's Rights to Purchase Preferred
               Stock, Series A, par value $10.00 per share, contained in a
               Registration Statement on Form 8-A (File No. 1-8484) filed with
               the Commission on February 23, 1988, as amended by Form 8 filed
               September 20, 1989, including any other amendment or report
               filed for the purpose of updating such description.

          All documents subsequently filed  pursuant to Sections 13(a), 13(c),
       14 and 15(d) of the 1934 Act, prior to the filing of a post-effective
       amendment indicating that all securities offered have been sold or
       deregistering all securities then remaining unsold, shall be deemed to
       be incorporated by reference into this Prospectus and to be a part
       hereof from the date of filing such documents.

          The Company also incorporates by reference all information as to
       stock options, including the amount outstanding, exercises, prices and
       expiration dates, included in the Company's future proxy statements,
       annual reports to shareholders, or appendices to this Prospectus.

                                          3

       Item 4. Description of Rights

          On February 17, 1988, the Board of Directors of the Company declared
       a  dividend distribution of one preferred share purchase right (a
       "Right") for each share of Common Stock (a) outstanding at the close of
       business on that date; (b) to become outstanding between that date and
       the earliest of the Distribution Date, the Redemption Date and the 
       Final Expiration Date (as such terms are defined in the Rights 
       Agreement between the Company and Crestar Bank dated as of February 17,
       1988);  or (c) issued pursuant to the exercise of options, under an 
       employee benefit plan, or upon the conversion of securities, which 
       options, plan, or securities were issued or adopted  before the 
       Distribution Date.  The description and terms of the Rights are  set
       forth more fully  in the Registration Statement on Form 8-A (File Number
       1-8484) filed with the Commission on February 23, 1988, as amended by
       Form 8 filed September 20, 1989, which forms are incorporated herein by
       reference.

       Item 6. Indemnification of Directors and Officers

          The  laws  of the  Commonwealth of  Virginia  pursuant to  which the
       Company  is  incorporated  permit  it  to  indemnify  its officers  and
       directors against  certain liabilities  arising by reason  of the  fact
       that the person is or was a director, officer, employee or agent of the
       Company.  The Articles of Incorporation  of the Company provide for the
       indemnification  of  each  director   and  officer  (including   former
       directors and  officers and  each  person who  may have  served at  the
       request of  the Company  as a  director or officer  of any  other legal
       entity  and, in  all cases,  his heirs,  executors and  administrators)
       against liabilities (including expenses)  reasonably incurred by him in
       connection  with any actual or threatened action, suit or proceeding to
       which he may be  made a party by reason  of his being or having  been a
       director or officer  of the Company, except in  relation to any action,
       suit or  proceeding in  which he  has been adjudged  liable because  of
       willful misconduct or a knowing violation of the criminal law.

          The  Company  has  purchased   directors'  and  officers'  liability
       insurance,   and  company  reimbursement  insurance  which  covers  all
       directors and officers of the Company and its subsidiaries.

       Item 8. Exhibits

          See Index to Exhibits.

       Item 9. Undertakings

          The undersigned registrant hereby undertakes:

                                          4

          (a)  (1)  To  file, during any period  in which offers  or sales are
       being made, a post-effective amendment to this registration statement:

               (i)   To include any prospectus required by Section 10(a)(3) of
       the Securities Act of 1933;

               (ii)   To reflect in the prospectus any facts or events arising
       after the effective  date of  the registration statement  (or the  most
       recent post-effective amendment thereof)  which, individually or in the
       aggregate, represents a fundamental change in the information set forth
       in the registration statement;

               (iii) To include any  material information with respect  to the
       plan  of  distribution not  previously  disclosed  in the  registration
       statement   or  any  material   change  to  such   information  in  the
       registration statement;

          Provided, however,  that paragraphs (a)(1)(i) and  (a)(1)(ii) do not
       apply if the registration statement is  on Form S-3 or on Form S-8  and
       the information required to  be included in a post-effective  amendment
       by  those  paragraphs is  contained in  periodic  reports filed  by the
       registrant  pursuant to Section 13  or Section 15(d)  of the Securities
       Exchange  Act of  1934  that  are  incorporated  by  reference  in  the
       registration statement.

               (2)  That, for  the purpose of determining  any liability under
       the Securities Act of 1933, each such post-effective amendment shall be
       deemed  to be a new  registration statement relating  to the securities
       offered therein, and the offering of such securities at that time shall
       be deemed to be the initial bona fide offering thereof.

               (3)  To remove  from registration by means  of a post-effective
       amendment any of the securities being registered which remain unsold at
       the termination of the offering.

          (b)  That,  for the purpose  of determining any  liability under the
       Securities  Act of  1933, each such  post-effective amendment  and each
       filing of the registrant's  annual report pursuant to Section  12(a) or
       Section  15(d) of  the  Securities Exchange  Act  of 1934  (and,  where
       applicable, each filing  of an  employee benefit  plan's annual  report
       pursuant to Section  15(d) of the Securities Exchange Act of 1934) that
       is incorporated  by reference  in the registration  statement shall  be
       deemed  to be a new  registration statement relating  to the securities
       offered therein, and the offering of such securities at that time shall
       be deemed to be the initial bona fide offering thereof.

          (c)  Insofar as indemnification  for liabilities  arising under  the
       Securities  Act of  1933 may  be permitted  to directors,  officers and
       controlling  persons  of  the  registrant  pursuant  to  the  foregoing
       provisions, or otherwise, the  registrant has been advised that  in the
       opinion of the Securities  and Exchange Commission such indemnification

                                          5

       is  against public policy  as expressed in  the Act and  is, therefore,
       unenforceable.  In the  event that a claim for  indemnification against
       such  liabilities (other than the payment by the registrant of expenses
       incurred or  paid by a director,  officer or controlling person  of the
       registrant in the successful defense of any action, suit or proceeding)
       is  asserted  by  such  director,  officer  or  controlling  person  in
       connection with  the securities being registered,  the registrant will,
       unless in  the opinion of  its counsel the  matter has been  settled by
       controlling precedent,  submit to  a court of  appropriate jurisdiction
       the  question  whether such  indemnification  by it  is  against public
       policy  as expressed  in the  Act  and will  be governed  by the  final
       adjudication of such issue.

                                          6

                                  POWER OF ATTORNEY

          Each person whose signature appears below hereby appoints William C.
       DeRusha and Troy  A. Peery, Jr.,  or any of  them, his true and  lawful
       attorney-in-fact to sign  on his behalf,  as an individual  and in  the
       capacity  stated below,  any amendment  or post-effective  amendment to
       this registration statement which said attorney-in-fact may deem appro-
       priate or necessary.

                                      SIGNATURES

          Pursuant  to the  requirements of  the Securities  Act of  1933, the
       registrant  certifies that it has reasonable grounds to believe that it
       meets  all of  the requirements  for filing  on Form  S-8 and  has duly
       caused this registration  statement to be  signed on its behalf  by the
       undersigned,  thereunto  duly  authorized,  in the  City  of  Richmond,
       Commonwealth of Virginia, on June 22, 1994.

                                   HEILIG-MEYERS COMPANY
                                     Registrant

                                   By:s/William C.  DeRusha                   
                                     William C. DeRusha,
                                      Chief Executive Officer

          Pursuant to the  requirements of  the Securities Act  of 1933,  this
       registration  statement has been signed below  by the following persons
       in the capacities and on the dates indicated.

          Signature                    Title                  Date

       s/William C. DeRusha        Chairman of the        June 22, 1994
       William C. DeRusha          Board, Chief
                                   Executive Officer,
                                   and Director

       s/Troy A. Peery, Jr.        President,             June 22, 1994
       Troy A. Peery, Jr.          Chief Operating
                                   Officer, and Director

                                          7

       s/Joseph R. Jenkins         Executive Vice         June 22, 1994
       Joseph R. Jenkins           President and
                                   Chief Financial 
                                   Officer

       s/William J. Dieter         Senior Vice            June 22, 1994
       William J. Dieter           President,
                                   Accounting and
                                   Chief Accounting
                                   Officer

       s/Alexander Alexander       Director               June 22, 1994
       Alexander Alexander

       s/Robert L. Burrus, Jr.     Director               June 22, 1994
       Robert L. Burrus, Jr.

       s/Arthur D. Charpentier     Director               June 22, 1994
       Arthur D. Charpentier

       s/Benjamin F. Edwards III   Director               June 14, 1994
       Benjamin F. Edwards III

       s/Alan G. Fleischer         Director               June 14, 1994
       Alan G. Fleischer

       s/Nathaniel Krumbein        Director               June 22, 1994
       Nathaniel Krumbein

       s/Hyman Meyers              Director               June 15, 1994
       Hyman Meyers

       s/S. Sidney Meyers          Director               June 22, 1994
       S. Sidney Meyers

       s/Lawrence N. Smith         Director               June 14, 1994
       Lawrence N. Smith

       s/George A. Thornton III    Director               June 22, 1994
       George A. Thornton, III

                                          8

                                  Index to Exhibits

                                                                        Page

        (4)(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 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  are
                incorporated herein by this reference.

           (c)  Articles  of  Amendment   to  Registrant's   Restated
                Articles of Incorporation  filed as  Exhibit 4(c)  to
                Registrant's  Annual Report  on  Form  10-K  for  the
                fiscal year ended February 28, 1993  are incorporated
                herein by this reference.

           (d)  Registrant's Amended Bylaws filed  as Exhibit 3(b) to
                Registrant's Annual Report  on Form 10-K  (commission
                file  number  1-8484)  for  the   fiscal  year  ended
                February  29, 1988  are incorporated  herein  by this
                reference.

        (5)     Opinion of McGuire, Woods, Battle & Boothe
                                    
       (23)(a)  Consent of Deloitte & Touche

           (b)  Consent of  McGuire, Woods, Battle & Boothe (included
                in the opinion filed as Exhibit 5)

       (24)     Power of attorney (see signature page)

                                          9