8-K

                       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) December 31, 1996

                              Heilig-Meyers Company
             (Exact name of registrant as specified in its charter)


                                    Virginia
                 (State or other jurisdiction of incorporation)


         1-8484                               54-0558861
(Commission file number)        (IRS Employer 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


          (Former name or former address, if changed since last report)







Item 2.  Acquisition or Disposition of Assets

         On December 31, 1996, Heilig-Meyers Company ("Heilig-Meyers") acquired
Rhodes, Inc. ("Rhodes"), pursuant to an Agreement and Plan of Merger, dated as
of September 17, 1996 (the "Merger Agreement"), among Rhodes, Heilig-Meyers and
HM Merger Subsidiary, Inc., a wholly-owned subsidiary of Heilig-Meyers ("Merger
Sub"). Pursuant to the terms of the Merger Agreement, Merger Sub was merged with
and into Rhodes and the former shares of Rhodes common stock were converted into
the right to receive approximately 4.6 million shares of Heilig-Meyers common
stock. The amount of consideration paid by Heilig-Meyers to shareholders of
Rhodes was determined on the basis of arms-length negotiations.

         Rhodes, based in Georgia, is one of the largest speciality furniture
retailers in the United States, operating in fifteen Southern, Midwestern and
Western states. Rhodes will continue its operations as a wholly-owned subsidiary
of Heilig-Meyers. For further information concerning Heilig-Meyers' acquisition
of Rhodes, see the press release attached hereto as exhibit 99, which is
incorporated herein by reference.

Item 7.  Financial Statements and Exhibits

         (a)      Financial Statements

                  The following consolidated financial statements of Rhodes and
the related Report of Independent Public Accountants are set forth on pages F-2
through F-18 of the Prospectus/Proxy Statement included in Heilig-Meyers'
registration statement on Form S-4 (No. 333-16425), which became effective on
November 22, 1996 ("Prospectus/Proxy Statement). Such information is
incorporated herein by reference.

         Consolidated Balance Sheets as of February 28 (29), 1995 and 1996
         (audited) and as of August 31, 1996 (unaudited).

         Consolidated Statements of Operations for each of the years ended
         February 28 (29), 1994, 1995, and 1996 (audited), and for each of the
         six months ended August 31, 1995 and 1996 (unaudited).

         Consolidated Statements of Shareholders' Equity for each of the years
         ended February 28 (29), 1994, 1995, and 1996 (audited) and for the six
         months ended August 31, 1996 (unaudited).

         Consolidated Statements of Cash Flows for each of the years ended
         February 28 (29), 1994, 1995, and 1996 (audited) and for each of the
         six months ended August 31, 1995 and 1996 (unaudited).

         Notes to Consolidated Financial Statements (February 28 (29), 1996,
         1995, and 1994).






                  The following audited financial statements of Weberg Division
(a division of Weberg Enterprises, Inc.), which was acquired by Rhodes on
November 1, 1995, and the related Independent Auditors' Report are set forth on
pages F-19 through F-26 of the Prospectus/Proxy Statement. Such information is
incorporated herein by reference.

         Balance Sheet as of December 31, 1994.

         Statement of Income for the year ended December 31, 1994.

         Statement of Cash Flows for the year ended December 31, 1994.

         Notes to Financial Statements (Year ended December 31,
         1994).

         (b)      Pro Forma Financial Information

         The following unaudited pro forma combined financial data of
Heilig-Meyers and Rhodes are set forth under the caption "Pro Forma Combined
Financial Data" on pages 29 through 34 of the Prospectus/Proxy Statement. Such
information is incorporated herein by reference.

         Pro Forma Condensed Consolidated Statements of Earnings for the year
         ended February 29, 1996 and the six months ended August 31, 1996.

         Notes to Pro Forma Condensed Consolidated Statements of
         Earnings.

         Pro Forma Condensed Consolidated Balance Sheet as of
         August 31, 1996.

         Notes to Pro Forma Condensed Consolidated Balance Sheet.

         (c)      Exhibits

                  See the Index to Exhibits below.






                                    SIGNATURE

         Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                           HEILIG-MEYERS COMPANY


January 10, 1997                           By: /s/ Joseph R. Jenkins
                                              ----------------------
                                              Joseph R. Jenkins
                                               Executive Vice President and
                                              Chief Financial Officer










                                Index to Exhibits


Exhibit Number and Description

2        Agreement and Plan of Merger, dated as of September 17, 1996, among
         Rhodes, Inc., Heilig-Meyers Company and HM Merger Subsidiary, Inc.,
         filed as Exhibit 2 to the Registrant's Form 8-K dated September 25,
         1996, is incorporated herein by reference.

23.1     Consent of Arthur Andersen LLP.

23.2     Consent of Deloitte & Touche LLP.

99       Press Release dated January 2, 1997.

EX-23

                                                                   Exhibit 23.1

                        [Arthur Anderson LLP Letterhead]


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation by
reference in this Form 8-K of our report dated April 25, 1996 included in
Registration Statement File No. 333- 16425 and to all references to our firm.

/s/ Arthur Andersen LLP

Atlanta, Georgia
January 9, 1997

EX-23

                                                                    Exhibit 23.2

                       [Deloitte & Touche LLP Letterhead]


INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Form 8-K under the
Securities Exchange Act of 1934 of Heilig-Meyers Company to be filed on or about
January 10, 1997 of our report dated January 5, 1996 on the financial statements
of Weberg Division (a division of Weberg Enterprises, Inc.) as of and for the
year ended December 31, 1994, which is contained in Registration Statement No.
333-16425 of Heilig-Meyers Company on Form S-4 under the Securities Act of 1933.

/s/ Deloitte & Touche LLP

Denver, Colorado
January 9, 1997

EX-99

                                                                    Exhibit 99

FOR IMMEDIATE RELEASE:                                           JANUARY 2, 1997



         Heilig-Meyers Company (NYSE:HMY), the Richmond-based home furnishings
retailer, today announced that the merger with Rhodes, Inc. (NYSE:RHD) closed
and became effective December 31, 1996. Rhodes shareholders of record on
December 31, 1996, have the right to receive one share of Heilig-Meyers stock
for every two shares of Rhodes stock. Heilig-Meyers expects to issue
approximately 4.6 million common shares in a tax-free exchange, and assume
approximately $89.0 million of Rhodes debt.

         Including 106 stores added pursuant to the Rhodes merger, as of January
1, 1997, Heilig-Meyers Company had in operation 934 stores in 32 states and
Puerto Rico.