If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [x]

(Page 1 of 24 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 1 ("Amendment No. 1") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on October 30, 2013 (the "Original Schedule 13D" and together with this Amendment No. 1, the "Schedule 13D") with respect to the shares of common stock, par value $0.01 per share (the "Common Stock"), of ValueVision Media, Inc., a Minnesota corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. This Amendment No. 1 amends Items 2, 3, 4, 5, 6 and 7 as set forth below. 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: November 4, 2013

Appendix A

Directors and Executive Officers of Certain Reporting Persons

CLINTON GROUP, INC.

The following sets forth the name, position and principal occupation of each director and executive officer of CGI. Each such person is a citizen of the United States of America. The business address of each director and executive officer is 601 Lexington Avenue, 51^st Floor, New York, New York 10022.

CLINTON SPOTLIGHT MASTER FUND, L.P.

Clinton Spotlight GP, LLC, a Delaware limited liability company, is the general partner of SPOT. George Hall is the controlling person of Clinton Spotlight GP, LLC.

CLINTON MAGNOLIA MASTER FUND, LTD.

The following sets forth the name, principal occupation and business address of each director of CMAG. There are no executive officers of CMAG. Each such person is a citizen of the United Kingdom.

CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P.

Clinton Relational Opportunity GP LLC, a Delaware limited liability company, is the general partner of CREL. George Hall is the controlling person of Clinton Relational Opportunity GP LLC.

CLINTON RELATIONAL OPPORTUNITY, LLC

George Hall is the controlling person of CRO.

GEH CAPITAL, INC.

The following sets forth the name, position and principal occupation of each director and executive officer of GEHC. Each such person is a citizen of the United States of America. The business address of each director and executive officer is 601 Lexington Avenue, 251st Floor, New York, New York 10022.

CHANNEL COMMERCE PARTNERS, L.P.

Clinton GP, Inc., a Delaware limited liability company, is the general partner of CCP. George Hall is the controlling person of Clinton GP, Inc.

CANNELL CAPITAL LLC

TRISTAN OFFSHORE FUND, LTD.

CUTTYHUNK II FUND LLC

TONGA PARTNERS, L.P.

TRISTAN PARTNERS, L.P.

Appendix B

TRANSACTIONS IN THE ISSUER'S SHARES OF COMMON STOCK

BY THE REPORTING PERSONS

The following table sets forth all transactions with respect to the shares of Common Stock effected since the filing of the Original Schedule 13D in the case of Clinton, or during the past sixty days in the case of Cannell, by any of the Reporting Persons. Except as otherwise noted, all such transactions in the table were effected in the open market through a broker.

SPOT

CREL

CCP

Cannell

Certain of the transactions set forth in the table below were effected by the Cannell Accounts that did not execute the Cannell Proxy.

EXHIBIT 4

GROUP AGREEMENT

This GROUP AGREEMENT is made as of November 1, 2013 (the "Agreement"), by and among (i) Cannell Capital LLC, Tristan Offshore Fund, Ltd., Tristan Partners, L.P., Cuttyhunk II Fund LLC, Tonga Partners, L.P. and J. Carlo Cannell (collectively, the "Cannell Parties") and (ii) Clinton Spotlight Master Fund, L.P., Clinton Magnolia Master Fund, Ltd., Clinton Relational Opportunity Master Fund, L.P., Clinton Relational Opportunity, LLC, GEH Capital, Inc., Channel Commerce Partners, L.P., Clinton Group Inc. and George E. Hall (collectively, the "Clinton Parties" and together with the Cannell Parties, the "Group" and individually "Group Members").

WHEREAS, certain of the undersigned are stockholders, direct and/or beneficial, of in excess of 10% in the aggregate of the common stock of ValueVision Media, Inc., a Minnesota corporation (the "Company"); and

WHEREAS, the Group wishes to enter into this Agreement pertaining to the potential to call a special meeting of the Company (a "Special Meeting") and related activities as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, covenant and agree as follows:

1.      (a) The Cannell Parties and the Clinton Parties agree to (i) at the discretion of the Clinton Parties, jointly deliver a written demand in accordance with the bylaws of the Company to call a Special Meeting, the purposes of such meeting to be determined in the sole discretion of the Clinton Parties, and take such other action as may be required to effectuate such a demand and (ii) generally consult with each other regarding all purchases and sales of Securities of the Company by them or their affiliates. "Securities" shall mean equity securities of the Company, options to purchase or sell equity securities of the Company, and swaps, synthetics and other derivative securities or instruments, the value of which is solely and directly related to equity securities of the Company.

(b) Furthermore, so long as this Agreement is in effect, each of the Cannell Parties and the Clinton Parties shall provide written notice to the others of (x) all of its purchases or sales of Securities of the Company; and (y) any Securities of the Company over which it acquires or disposes of beneficial ownership, no later than 24 hours after each such transaction.

2.      In connection with any filing with the Securities and Exchange Commission required by Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or Section 16 of the Exchange Act ("Section 16") reporting ownership of Securities as a result of forming the Group and during the term of this Agreement, (i) the Clinton Parties shall pay all expenses, including legal expenses, incurred in connection with any filing required by Section 13(d) of the Exchange Act and (ii) each of the Cannell Parties and the Clinton Parties shall pay its pro rata portion of all expenses, including legal expenses, incurred in connection with any Section 16 filing.

3.      Each Group Member agrees that any filing with the Securities and Exchange Commission (including without limitation any filing required by Section 13(d) or Section 16 of the Exchange Act), press release or stockholder communication proposed to be made or issued by the Group or any of the Group Members in connection with the Group's activities shall be approved by the Clinton Parties. Each Group Member agrees that any Schedule 13D (including any amendment thereto) under the Exchange Act with respect to the Company ("Schedule 13D") shall be filed jointly by the Group Members, provided that the Clinton Parties shall prepare and timely file any such Schedule 13D. The Clinton Parties acknowledge that, subject to the Cannell Parties'

compliance with their obligations under Section 1(b) of this Agreement, they shall be responsible for the timely filing of any statement on such Schedule 13D.

4.      The relationship of the parties hereto shall be limited to carrying on the activities of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such activities as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Except as otherwise expressly provided herein, nothing herein shall restrict any party's right to purchase or sell Securities, as he/it deems appropriate, in his/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws. Each Group Member retains sole discretion over acquisitions and dispositions of, and voting authority over, the Securities that such Group Member holds or beneficially owns.

5.      This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

6.      This Agreement shall be interpreted in accordance with and governed by the laws of the State of New York. If any provision of this Agreement would be invalid under applicable law, then such provision shall be deemed modified to the extent necessary to render it valid while most nearly preserving its original intent. In the event of any dispute among the parties hereto arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

7.      Any party hereto may terminate his/its obligations under this Agreement immediately upon written notice to all other parties. This Agreement will automatically terminate on the date that is the earlier of (i) 30 days after the date that no Group Member owns any Securities of the Company or (ii) the completion of the Special Meeting.

8.      Each of the parties hereto agrees that this Agreement shall be filed as an exhibit to a jointly filed Schedule 13D, such Schedule 13D to be prepared and filed in accordance with Section 3 of this Agreement. Each of the Clinton Parties, on the one hand, and the Cannell Parties, on the other, shall be responsible for the completeness and accuracy of the information concerning it contained in such Schedule 13D and any Section 16 filing, but shall not be responsible for the completeness and accuracy of the information concerning the other contained in such filings, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Each of the Clinton Parties, on the one hand, and the Cannell Parties, on the other, shall be responsible for the preparation and filing of any Section 16 filing required to be filed with respect to such party.

9.      This Agreement shall be binding upon any affiliated person or entity, who becomes or may be deemed to have become the beneficial owner of any Securities, unless otherwise terminated by such affiliated person. Except as otherwise set forth in this Agreement, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. No party hereto may assign any of its rights or obligations under this Agreement to any person without the prior written consent of the other parties hereto. This Agreement supersedes any prior written agreements among the parties.

10.  Each party acknowledges that Schulte Roth & Zabel LLP shall act as counsel for both the Group and the Clinton Parties relating to their investment in the Company.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, each of the parties hereto has caused this Group Agreement to be executed as of the date first written above.

EXHIBIT 5

PROXY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned beneficial owners of common stock in ValueVision Media, Inc. (the "Company") does hereby constitute and appoint Clinton Relational Opportunity Master Fund, L.P. ("CREL"), the true, lawful and duly authorized substitute, attorney-in-fact and proxy, with full power of substitution and revocation, of the undersigned, for and in the name, place and stead of, the undersigned to (a) vote all shares of the common stock, par value $0.01 (the "Common Stock") of the Company held (including the shares of Common Stock with regard to which the undersigned possesses voting power) by the undersigned and listed on Appendix A with respect to any matter for a term beginning concurrently with the execution of this proxy and terminating on November 21, 2013, (b) vote or otherwise exercise rights of all shares of the Common Stock held by the undersigned and listed on Appendix A to demand a special meeting of stockholders of the Company, (the "Special Meeting") pursuant to Section 302A.433 of the Minnesota Statutes and Article 3, §3.3(a) of the By-laws of the Company for a period beginning concurrently with the execution of this proxy and terminating at the conclusion of such meeting or at any adjournment or postponement of such meeting, and (c) to exercise any and all other rights of the undersigned for all of the shares of the Common Stock held by the undersigned and listed on Appendix A incidental to voting such shares or demanding or calling the Special Meeting and causing the purposes of the authority expressly granted herein to CREL to be carried into effect; provided, however, that nothing granted in this instrument pursuant to subsection (b) herein shall be construed to grant CREL the right, power or authority to vote any shares of Common Stock owned by the undersigned at the Special Meeting.

This Proxy supersedes and replaces any and all previous proxies between the parties shall remain in effect until the conclusion of the Special Meeting.

Date: November 4, 2013

Appendix A

Proxy Shares

EXHIBIT 6

PROXY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned beneficial owners of common stock in ValueVision Media, Inc. (the "Company") does hereby constitute and appoint Clinton Relational Opportunity Master Fund, L.P. ("CREL"), the true, lawful and duly authorized substitute, attorney-in-fact and proxy, with full power of substitution and revocation, of the undersigned, for and in the name, place and stead of, the undersigned to (a) vote all shares of the common stock, par value $0.01 (the "Common Stock") of the Company held (including the shares of Common Stock with regard to which the undersigned possesses voting power) by the undersigned with respect to any matter for a term beginning concurrently with the execution of this proxy and terminating on the seventh day from the date hereof, (b) vote or otherwise exercise rights of all shares of the Common Stock held by the undersigned to demand a special meeting of stockholders of the Company, (the "Special Meeting") pursuant to Section 302A.433 of the Minnesota Statutes and Article 3, §3.3(a) of the By-laws of the Company for a period beginning concurrently with the execution of this proxy and terminating at the conclusion of such meeting or at any adjournment or postponement of such meeting, and (c) to exercise any and all other rights of the undersigned for all of the shares of the Common Stock held by the undersigned and incidental to voting such shares or demanding or calling the Special Meeting and causing the purposes of the authority expressly granted herein to CREL to be carried into effect; provided, however, that nothing granted in this instrument pursuant to subsection (b) herein shall be construed to grant CREL the right, power or authority to vote any shares of Common Stock owned by the undersigned at the Special Meeting.

This Proxy shall remain in effect until the conclusion of the Special Meeting.

Date: November 1, 2013

EXHIBIT 7

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: November 4, 2013