As filed with the Securities and Exchange Commission on June 28, 1999

                                                Registration No. 33-___________

                       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 registrant as specified in its charter)

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


     12560 West Creek Parkway,
            Richmond, Virginia                                        23238
(Address of principal executive offices)                           (Zip Code)

                              HEILIG-MEYERS COMPANY
                          DIRECTOR STOCK OWNERSHIP PLAN
                            (Full title of the plan)

                                 Paige H. Wilson
                Senior Vice President, Treasurer and Secretary
                              Heilig-Meyers Company
                            12560 West Creek Parkway
                            Richmond, Virginia 23238
                            Telephone: (804) 784-7554
                 (Name, address and telephone number, including
                        area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------
    Title of                          Proposed        Proposed
  Securities to     Amount to be      Maximum          Maximum        Amount of
  be Registered      Registered       Offering        Aggregate      Registration
                                     Price Per        Offering           Fee
                                     Share (1)        Price(1)
-----------------------------------------------------------------------------------
<S> <C>
  Common Stock,
    $ 2.00        600,000 shares     $7.0625        $4,237,500        $1178.03
    par value
-----------------------------------------------------------------------------------
</TABLE>

(1) Estimated  solely for the purpose of determining  the  registration  fee and
based,  pursuant to Rule 457(c) and (h)(1) under the  Securities Act of 1933, on
the average of the high and low per share sales price of the registrant's Common
Stock as reported on the New York Stock Exchange on June 25, 1999.



           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     Heilig-Meyers Company (the "Company") hereby incorporates by reference into
this Registration  Statement the following  documents which have been filed with
the Securities and Exchange Commission (the "Commission"):

(a)   The  Company's  Annual  Report  on Form  10-K for the  fiscal  year  ended
      February 28, 1999.

(b)   The Company's Form 8-K filed June 17, 1999.

(c)   The  description  of  the  Common  Stock  contained  in  the  Registration
      Statement  on Form 8-A filed with the  Commission  on April 26, 1983 (File
      No. 1-8484), as amended by amendments on Form 8, filed with the Commission
      on April 9, 1985,  February 23, 1988,  September 20, 1989,  July 31, 1990,
      August 6,  1992,  July 28,  1994 and the  amendment  on Form  8-A/A  dated
      February 19, 1998, respectively (File No. 1-8484); and

(d)   The  description  of the  Rights to  Purchase  Preferred  Stock,  Series A
      contained  in the  Registration  Statement  on Form  8-A  filed  with  the
      Commission on February 19, 1998 (File No. 1-8484).

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which deregisters all such securities then remaining unsold,  shall be deemed to
be  incorporated  by reference  in this  Registration  Statement  and to be part
hereof from the respective dates of filing of such documents.

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 Comany 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 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

Exhibit
Number                  Description

4.1         Registrant's Restated Articles of Incorporation,  as amended,  filed
            as Exhibit 3(a) to  Registrant's  Annual Report on Form 10-K for the
            fiscal year ended February 28, 1998 are incorporated  herein by this
            reference.

4.2         Registrant's  Amended and Restated Bylaws, as amended,  effective as
            of June 16, 1999.

5.1         Opinion of McGuire, Woods, Battle & Boothe LLP.

23.1        Consent of Deloitte & Touche LLP

23.2        Consent of McGuire,  Woods, Battle & Boothe LLP (included as part of
            Exhibit 5.1).

24.1        Power of Attorney (see signature page).

99.1        Heilig-Meyers Company Director Stock Ownership Plan.

Item 9. Undertakings

     The undersigned registrant hereby undertakes:

     (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,  represent  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 information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act 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 purposes of determining  any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15 (d) of the Exchange Act 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  Commission  such
indemnification  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 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.

    (d) The undersigned  registrant  hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Exchange  Act;  and,  where
interim  financial  information  required  to  be  presented  by  Article  3  of
Regulation S-X is not set forth in the  prospectus,  to deliver,  or cause to be
delivered  to each person to whom the  prospectus  is sent or given,  the latest
quarterly  report  that  is  specifically   incorporated  by  reference  in  the
prospectus to provide such interim financial information.


<PAGE>


                                   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 28, 1999.

HEILIG-MEYERS COMPANY


By: /s/    William C. DeRusha                               June 28, 1999
   ------------------------------------------------
      William C. DeRusha
      Chairman of the Board, Chief Executive Officer

                                POWER OF ATTORNEY

      Each person  whose  signature  appears  below hereby  appoints  William C.
DeRusha and Roy B. Goodman, 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 appropriate or necessary.

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

<TABLE>

<S> <C>

  /s/ Roy B. Goodman                                                June 28, 1999
     ------------------------
      Roy B. Goodman
      Senior Vice President
      and Chief Financial Officer (Principal Financial Officer)

  /s/ William J. Dieter                                             June 28, 1999
     ------------------------
      William J. Dieter
      Senior Vice President, Accounting
      and Chief Accounting Officer (Principal Accounting Officer)

  /s/ Alexander Alexander                                           June 28, 1999
     ------------------------
      Alexander Alexander
      Director

  /s/ Robert L. Burrus, Jr.                                         June 28, 1999
     ------------------------
      Robert L. Burrus, Jr.
      Director

  /s/ Beverly E. Dalton                                             June 28, 1999
     ------------------------
      Beverly E. Dalton
      Director

  /s/ Charles A. Davis                                              June 28, 1999
     ------------------------
      Charles A. Davis
      Director

 /s/  Benjamin F. Edwards III                                       June 28, 1999
     ------------------------
      Benjamin F. Edwards III
      Director


  /s/ Lawrence N. Smith                                             June 28, 1999
     ------------------------
      Lawrence N. Smith
      Director

  /s/ Eugene P. Trani                                               June 28, 1999
     ------------------------
      Eugene P. Trani
      Director

  /s/ L. Douglas Wilder                                             June 28, 1999
     ------------------------
      L. Douglas Wilder
      Director
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "HEILIG-MEYERS COMPANY S-8", "secsgml_size_bytes": 13748}]
{"company-data": {"conformed-name": "HEILIG MEYERS CO", "cik": "0000046601", "assigned-sic": "5712", "irs-number": "540558861", "state-of-incorporation": "VA", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81743", "film-number": "99653926"}, "business-address": {"street1": "12560 W CREEK PKWY", "city": "RICHMOND", "state": "VA", "zip": "23238", "phone": "8047847300"}, "mail-address": {"street1": "2235 STAPLES MILL RD", "city": "RICHMOND", "state": "VA", "zip": "23230"}}
As filed with the Securities and Exchange Commission on June 28, 1999

                                                Registration No. 33-___________

                       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 registrant as specified in its charter)

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

     12560 West Creek Parkway,
            Richmond, Virginia                                        23238
(Address of principal executive offices)                           (Zip Code)

                              HEILIG-MEYERS COMPANY
                          DIRECTOR STOCK OWNERSHIP PLAN
                            (Full title of the plan)

                                 Paige H. Wilson
                Senior Vice President, Treasurer and Secretary
                              Heilig-Meyers Company
                            12560 West Creek Parkway
                            Richmond, Virginia 23238
                            Telephone: (804) 784-7554
                 (Name, address and telephone number, including
                        area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------
    Title of                          Proposed        Proposed
  Securities to     Amount to be      Maximum          Maximum        Amount of
  be Registered      Registered       Offering        Aggregate      Registration
                                     Price Per        Offering           Fee
                                     Share (1)        Price(1)
-----------------------------------------------------------------------------------
Common Stock,
    $ 2.00        600,000 shares     $7.0625        $4,237,500        $1178.03
    par value
-----------------------------------------------------------------------------------
(1) Estimated  solely for the purpose of determining  the  registration  fee and
based,  pursuant to Rule 457(c) and (h)(1) under the  Securities Act of 1933, on
the average of the high and low per share sales price of the registrant's Common
Stock as reported on the New York Stock Exchange on June 25, 1999.

           PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     Heilig-Meyers Company (the "Company") hereby incorporates by reference into
this Registration  Statement the following  documents which have been filed with
the Securities and Exchange Commission (the "Commission"):

(a)   The  Company's  Annual  Report  on Form  10-K for the  fiscal  year  ended
      February 28, 1999.

(b)   The Company's Form 8-K filed June 17, 1999.

(c)   The  description  of  the  Common  Stock  contained  in  the  Registration
      Statement  on Form 8-A filed with the  Commission  on April 26, 1983 (File
      No. 1-8484), as amended by amendments on Form 8, filed with the Commission
      on April 9, 1985,  February 23, 1988,  September 20, 1989,  July 31, 1990,
      August 6,  1992,  July 28,  1994 and the  amendment  on Form  8-A/A  dated
      February 19, 1998, respectively (File No. 1-8484); and

(d)   The  description  of the  Rights to  Purchase  Preferred  Stock,  Series A
      contained  in the  Registration  Statement  on Form  8-A  filed  with  the
      Commission on February 19, 1998 (File No. 1-8484).

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which  indicates that all securities  offered hereby have been sold or
which deregisters all such securities then remaining unsold,  shall be deemed to
be  incorporated  by reference  in this  Registration  Statement  and to be part
hereof from the respective dates of filing of such documents.

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 Comany 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 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

Exhibit
Number                  Description

4.1         Registrant's Restated Articles of Incorporation,  as amended,  filed
            as Exhibit 3(a) to  Registrant's  Annual Report on Form 10-K for the
            fiscal year ended February 28, 1998 are incorporated  herein by this
            reference.

4.2         Registrant's  Amended and Restated Bylaws, as amended,  effective as
            of June 16, 1999.

5.1         Opinion of McGuire, Woods, Battle & Boothe LLP.

23.1        Consent of Deloitte & Touche LLP

23.2        Consent of McGuire,  Woods, Battle & Boothe LLP (included as part of
            Exhibit 5.1).

24.1        Power of Attorney (see signature page).

99.1        Heilig-Meyers Company Director Stock Ownership Plan.

Item 9. Undertakings

     The undersigned registrant hereby undertakes:

     (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,  represent  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 information  required to be included in a post-effective  amendment by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act 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 purposes of determining  any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15 (d) of the Exchange Act 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  Commission  such
indemnification  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 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.

    (d) The undersigned  registrant  hereby undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Exchange  Act;  and,  where
interim  financial  information  required  to  be  presented  by  Article  3  of
Regulation S-X is not set forth in the  prospectus,  to deliver,  or cause to be
delivered  to each person to whom the  prospectus  is sent or given,  the latest
quarterly  report  that  is  specifically   incorporated  by  reference  in  the
prospectus to provide such interim financial information.
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 28, 1999.

HEILIG-MEYERS COMPANY

By: /s/    William C. DeRusha                               June 28, 1999
   ------------------------------------------------
      William C. DeRusha
      Chairman of the Board, Chief Executive Officer

                                POWER OF ATTORNEY

      Each person  whose  signature  appears  below hereby  appoints  William C.
DeRusha and Roy B. Goodman, 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 appropriate or necessary.

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
/s/ Roy B. Goodman                                                June 28, 1999
     ------------------------
      Roy B. Goodman
      Senior Vice President
      and Chief Financial Officer (Principal Financial Officer)

  /s/ William J. Dieter                                             June 28, 1999
     ------------------------
      William J. Dieter
      Senior Vice President, Accounting
      and Chief Accounting Officer (Principal Accounting Officer)

  /s/ Alexander Alexander                                           June 28, 1999
     ------------------------
      Alexander Alexander
      Director

  /s/ Robert L. Burrus, Jr.                                         June 28, 1999
     ------------------------
      Robert L. Burrus, Jr.
      Director

  /s/ Beverly E. Dalton                                             June 28, 1999
     ------------------------
      Beverly E. Dalton
      Director

  /s/ Charles A. Davis                                              June 28, 1999
     ------------------------
      Charles A. Davis
      Director

 /s/  Benjamin F. Edwards III                                       June 28, 1999
     ------------------------
      Benjamin F. Edwards III
      Director

  /s/ Lawrence N. Smith                                             June 28, 1999
     ------------------------
      Lawrence N. Smith
      Director

  /s/ Eugene P. Trani                                               June 28, 1999
     ------------------------
      Eugene P. Trani
      Director

  /s/ L. Douglas Wilder                                             June 28, 1999
     ------------------------
      L. Douglas Wilder
      Director