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):

                         April 18, 1996


                   FINGERHUT COMPANIES, INC.
     (Exact name of registrant as specified in its charter)

     Minnesota              1-8668              41-1396490
  (State or other      (Commission File        (IRS Employer
  jurisdiction of           Number)         Identification No.)
   incorporation)


          4400 Baker Road, Minnetonka, Minnesota  55343
   (Address of principal executive offices including zip code)
                                
                         (612) 932-3100
      (Registrant's telephone number, including area code)


Item 5. Other Matters.

    From time to time, the registrant will include forward
looking statements (as defined in the Private Securities
Litigation Reform Act of 1995) in its written or oral public
statements.  Actual results may differ materially from those projected 
in the forward looking statements.  These forward looking statements
involve risks and uncertainties, including but not limited to the
following:  interest rates may increase more than is currently
anticipated; customer response rates may not continue to
increase, or may decrease; additional reserves may be required
for bad debts, returns and allowances; product margins may
decrease; paper prices may not fall, or may increase; the collective
bargaining agreement for union employees at the registrant's Tennessee 
facility may result in increased labor or benefits costs; changes in 
the performance of the financial markets and in the demand for and 
market acceptance of the Direct Merchants Credit Card Bank, National 
Association credit card and related financial products; changes in 
general economic conditions may affect consumer spending and payment 
practices.  Investors are also directed to other risks discussed in 
documents filed by the registrant with the Securities and Exchange Commission.

Item 7. Exhibits.

    None.

                            SIGNATURE


         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.

                                     FINGERHUT COMPANIES, INC.



                                     By:  /s/ Peter G. Michielutti
                                         __________________________
                                         Peter G. Michielutti

Dated:  April 18, 1996