S-8

As filed with the Securities and Exchange Commission on October 7, 1994
Registration No. 33-
_________________________________________________________________
_______________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

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

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


Minnesota                               41-1396490
(State of Incorporation)          (I.R.S. Employer Identification No.)


4400 Baker Road
Minnetonka, Minnesota  55343
(Address of Principal Executive Offices)


Fingerhut Companies, Inc. 1994 Employee Stock Purchase Plan
(Full Title of the Plan)


John K. Ellingboe, Esq.
Fingerhut Companies, Inc.
4400 Baker Road
Minnetonka, Minnesota 55343
(Name and address of agent for service

(612) 936-5397
(Telephone Number of Agent for Service)


CALCULATION OF REGISTRATION FEE

Title of    Amount       Proposed Maximum   Proposed Maximum    Amount of 
Securities  to be        Offering Price     Aggregate Offering  Registration
to be       Registered	  Per Share(1)       Price               Fee     
Registered
- ----------  ----------   ----------------   -----------------   ------------
Common      250,000      $22.813              $5,703,250        $1,144
Stock,      shares(2)  
$.01 par
value
- ----------------------------------------------------------------------------
(1)  Estimated solely for the purpose of determining the 
registration fee pursuant to Rule 457(h) under the Securities Act 
of 1933, and based on the average of the high and low sale prices 
as reported on the New York Stock Exchange composite tape on 
October 5, 1994.

(2)  This registration statement also covers such additional 
number of shares as may be issuable or saleable by reason of the 
operation of the antidilution provisions of the Fingerhut 
Companies, Inc. 1994 Employee Stock Purchase Plan.
_________________________________________________________________

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

	The following documents filed by the Registrant with the 
Securities and Exchange Commission are incorporated by reference 
in this registration statement:

a.      The Registrant's Annual Report on Form 10-K for the 
fiscal year ended December 31, 1993;

b.      Quarterly Reports on Form 10-Q for the quarters ended 
April 1, 1994 and July 1, 1994; and

c.      The description of the Registrant's Common Stock, 
contained in the Company's Registration Statement on Form 8-
A (File No. 1-8668) filed pursuant to Section 12 of the 
Securities Exchange Act of 1934 and declared effective on 
April 25, 1990.

	All documents filed by the Registrant (File No. 1-8668) 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities 
Exchange Act of 1934, prior to the filing of a post-effective 
amendment which indicates that all securities offered have been 
sold or which deregisters all securities then remaining unsold, 
shall be deemed to be incorporated by reference in this 
registration statement and to be a part hereof from the date of 
filing of such documents.

Item 4. Description of Securities

	Not Applicable.

Item 5. Interests of Named Experts and Counsel

	John K. Ellingboe, General Counsel of the Registrant, has 
given his opinion on the legality of the securities being 
registered hereunder.  Mr. Ellingboe beneficially owns 100,000 
shares of Common Stock of the Registrant, including 98,000 shares 
that he has the right to acquire through exercise of stock 
options.  Mr. Ellingboe is not eligible to participate in the 
Fingerhut Companies, Inc. 1994 Employee Stock Purchase Plan.

Item 6. Indemnification of Directors and Officers.

 Section 521 of the Minnesota Business Corporation Act (the 
"MBCA") (Minn. Stat. Section 302A.521) generally provides that unless 
its articles or bylaws provide otherwise, a corporation shall 
indemnify officers and directors made or threatened to be made a 
party to a proceeding by reason of any such person's present or 
former capacity as a director or officer against judgments, 
penalties, fines, including, without limitation, excise taxes 
assessed against the person with respect to an employee benefit 
plan, settlements and reasonable expenses, including attorneys' 
fees and disbursements, incurred by the person in connection with 
the proceeding, if, with respect to the acts or omissions of the 
person complained of in the proceeding, the person: (1) has not 
been indemnified by another party for the same amounts; (2) acted 
in good faith; (3) received no improper personal benefit and the 
procedures for director conflicts of interest, if applicable, 
have been satisfied; (4) in the case of a criminal proceeding, 
had no reasonable cause to believe the conduct was unlawful; and 
(5) reasonably believed that the conduct was in the best 
interests of the corporation.

 The MBCA provides that unless a corporation's articles of 
incorporation or bylaws provide otherwise, if a person is made or 
threatened to be made a party to a proceeding, the person is 
entitled, upon written request to the corporation, to advance 
payment or reimbursement by the corporation of reasonable 
expenses, including attorneys' fees and disbursements, incurred 
by the person in advance of the final disposition of the 
proceeding (a) upon receipt by the corporation of a written 
affirmation by the person of a good faith belief that the 
criteria for indemnification have been satisfied and a written 
undertaking by the person to repay all amounts so paid or 
reimbursed by the corporation, if it is ultimately determined 
that the criteria for indemnification have not been satisfied, 
and (b) after a determination that the facts then known to those 
making the determination would not preclude indemnification.

 The MBCA also permits a corporation to purchase and 
maintain insurance on behalf of a person in that person's 
official capacity against any liability asserted against and 
incurred by the person in or arising from that capacity, whether 
or not the corporation would have been required to indemnify the 
person against the liability.

 The Bylaws of the Registrant provide for indemnification of 
its officers and directors to the fullest extent permitted under 
the MBCA.

 The Registrant currently maintains a policy insuring, 
subject to certain exceptions, its directors and officers and the 
directors and officers of its subsidiaries against liabilities 
which may be incurred by such persons acting in such capacities.

Item 7. Exemption from Registration Claimed.

	Not Applicable.

Item 8. Exhibits

Exhibit Number          Description of Exhibit

5                       Opinion of John K. Ellingboe, Esq.

10                      Fingerhut Companies, Inc. 1994 
			Employee Stock Purchase Plan.

24(a)                   Consent of KPMG Peat Marwick LLP.

24(b)                   Consent of John K. Ellingboe, Esq. 
			(included with Exhibit 5).

25                      Powers of Attorney (included on Page 5).


Item 9. Undertakings

	(a)     The undersigned registrant hereby undertakes:

	(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 registration statement is on Form S-3, Form 
S-8 or Form F-3, and 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 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)     The undersigned registrant hereby undertakes 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 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 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 of 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.



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 Minnetonka, State of Minnesota, on October 7, 1994.


FINGERHUT COMPANIES, INC.

By  /s/ Theodore Deikel
(Chairman of the Board, Chief Executive Officer
and President)



POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Theodore Deikel and John 
K. Ellingboe and each of them, his true and lawful 
attorneys-in-fact and agents with full power and substitution and 
resubstitution, for such person and in his name, place and stead, 
in any and all capacities, to sign any and all amendments 
(including post-effective amendments) to this Registration 
Statement, and to file the same, with the Securities and Exchange 
Commission, granting unto said attorneys-in-fact and agents and 
each of them, full power and authority to do and perform each and 
every act and thing requisite or necessary to be done in and 
about the premises, as fully to all intents and purposes and he 
might or could do in person, hereby ratifying and confirming all 
that said attorneys-in-fact and agents, or any of them, or their, 
or his substitute or substitutes, may lawfully do or cause to be 
done by virtue hereof.

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 dates indicated.

Signature                     Title                              Date


/s/ Theodore Deikel           Chairman of the Board, Chief       October 7, 1994
Theodore Deikel               Executive Officer and 
                     			      President; and Director 
			                           (Principal Executive Officer)

/s/ Daniel J. McAthie        Senior Vice President, Finance      October 7, 1994
Daniel J. McAthie            and Chief Financial Officer 
			                          (Principal Financial Officer)

/s/ Michael N. Albrecht      Vice President, Corporate           October 7, 1994
Michael N. Albrecht          Controller (Principal Accounting Officer)

/s/ Wendell R. Anderson     Director                             October 4, 1994
Wendell R. Anderson

/s/ Edwin C. Gage           Director                             October 7, 1994
Edwin C. Gage

Stanley S. Hubbard          Director                             October _, 1994

/s/ Rakesh K. Kaul          Director                             October 7, 1994
Rakesh K. Kaul

/s/ Richard M. Kovacevich   Director                             October 4, 1994
Richard M. Kovacevich

/s/ Dudley C. Mecum         Director                             October 6, 1994
Dudley C. Mecum

EX-5

                                              Exhibit 5

October 6, 1994




Fingerhut Companies, Inc.
4400 Baker Road
Minnetonka, Minnesota  55343

Re:  Registration Statement on Form S-8

Gentlemen and Ladies:

      As  General  Counsel  of  Fingerhut  Companies,  Inc.  (the
"Company") and head of its Legal Department, I am delivering this
opinion  in  connection with the preparation  of  a  Registration
Statement on Form S-8 (the "Registration Statement"), relating to
the registration of 250,000 shares of the Company's common stock,
$.01  par value per share (the "Common Stock"), issuable pursuant
to the Company's 1994 Employee Stock Purchase Plan (the "Plan").

      In  that  regard, I or attorneys on my staff have  examined
originals  or  copies, certified or otherwise identified  to  our
satisfaction,  of  such documents, corporate  records  and  other
instruments  and  certificates as we have  deemed  necessary  for
purposes of this opinion, including the following:

     (a)   The  Company's Articles of Incorporation,  as  amended
     through the date hereof;

     (b)   The  Company's  Bylaws, as amended  through  the  date
     hereof;
     
     (c)  Certain corporate resolutions, including resolutions of
          the  Company's shareholders and/or Board  of  Directors
          pertaining   to  the  Plan  and  to  the   Registration
          Statement;
     
     (d)  The Plan; and
     
     (e)  The  Registration Statement as it is currently proposed
          to   be   filed   with  the  Securities  and   Exchange
          Commission.
     
     Based on the foregoing, I am of the opinion that:

     1.   The Company was duly incorporated under the laws of the
          State  of Minnesota and is now a validly organized  and
          existing corporation under the laws of that State.
     
     2.   The  shares  of Common Stock which are being registered
          pursuant  to the Registration Statement have been  duly
          authorized  and, when issued pursuant to the  terms  of
          the  Plan,  will  be  validly issued,  fully  paid  and
          nonassessable.
     
     I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.

Sincerely,




John K. Ellingboe
General Counsel

EX-10

                                 
                     FINGERHUT COMPANIES, INC.
                 1994 EMPLOYEE STOCK PURCHASE PLAN
                                 
                                 
                     ARTICLE I.  INTRODUCTION

      Section  1.01    Purpose.   The  purpose  of  the  Fingerhut
Companies, Inc. 1994 Employee Stock Purchase Plan (the "Plan")  is
to  give  employees  of  Fingerhut Companies,  Inc.,  a  Minnesota
corporation  (the"Company"), and certain related  corporations  an
opportunity to share in the ownership of the Company, and a strong
incentive  to  work for its continued success, by  providing  them
with  a  convenient means for regular and systematic purchases  of
the Company's common stock, par value $.01 per share.

      Section 1.02   Rules of Interpretation.  It is intended that
the  Plan  be  an  "employee stock purchase plan"  as  defined  in
Section  423(b) of the Internal Revenue Code of 1986,  as  amended
(the   "Code"),   and  the  regulations  promulgated   thereunder.
Accordingly, the Plan shall be interpreted and administered  in  a
manner  consistent therewith if so approved.  All Participants  in
the  Plan will have the same rights and privileges consistent with
the provisions of the Plan.

      Section  1.03   Definitions.  For the purposes of the  Plan,
the following terms will have the meanings set forth below:

      (a)   "Acceleration Date" means the earlier of the  date  of
shareholder  approval  or  approval  by  the  Company's  Board  of
Directors  of  (i) any consolidation or merger of the  Company  in
which  the  Company is not the continuing or surviving corporation
or  pursuant  to which shares of Common Stock would  be  converted
into  cash, securities or other property, other than a  merger  of
the Company in which shareholders of the Company immediately prior
to  the  merger have the same proportionate ownership of stock  in
the  surviving corporation immediately after the merger; (ii)  any
sale,  exchange or other transfer (in one transaction or a  series
of related transactions) of all or substantially all of the assets
of the Company; or (iii) any plan of liquidation or dissolution of
the Company.

     (b)   "Affiliate"  means any subsidiary  corporation  of  the
Company, as defined in Section 424(f) of the Code, whether now  or
hereafter acquired or established.
     
     (c)   "Broker Account" means an employee stock purchase  plan
account  maintained by a brokerage firm designated by the  Company
in  which shares of Common Stock purchased by a Participant  under
the Plan will be held.
     
     (d)   "Code"  means  the Internal Revenue Code  of  1986,  as
amended.
     
     (e)   "Committee"  means the Compensation  Committee  of  the
Board of Directors of the Company.
     
      (f)   "Common Stock" means the common stock, $.01 par  value
per  share,  of  the Company, as such stock may  be  adjusted  for
changes in the stock or the Company as contemplated by Article  XI
herein.
     
      (g)   "Company" means Fingerhut Companies, Inc., a Minnesota
corporation,  and  its successors by merger  or  consolidation  as
contemplated by Section 9.03 herein.

     (h)  "Earnings  Per Share" means the amount reported  by  the
Company  as  "earnings per share" in its financial statements  and
financial releases.
     
     (i)   "Eligible  Compensation" means base  salary,  overtime,
shift  differential,  and/or  other  regular  payments.   Eligible
Compensation  does  not  include any  bonuses,  reimbursement  for
expenses,   deferred   profit-sharing   distributions,    deferred
compensation, or other non-regular payments.
     
     (j)    "Eligible  Employee"  means  employees   eligible   to
participate  in  the  Plan pursuant to the provisions  of  Section
2.01.
     
     (k)  "Fair Market Value" as of a given date means the closing
price  of the Common Stock on the New York Stock Exchange  on  the
date  in  question  or, if the Common Stock shall  not  have  been
traded  on  the New York Stock Exchange on such date,  such  other
amount as may be determined in good faith by the Committee by  any
fair and reasonable means.
     
     (l)   "Investment Date" means the last business day  of  each
Purchase Period.
     
     (m)  "Participant" means an Eligible Employee who has elected
to participate in the Plan.

      (n)   "Participating Affiliate" means an Affiliate that  has
been designated by the Committee in advance of the Purchase Period
in  question  as a corporation whose employees may participate  in
the Plan.

     (o)    "Plan"  means  this  Fingerhut  Companies,  Inc.  1994
     Employee Stock Purchase Plan.
     
      (p)       "Purchase Period" means a calendar quarter or such
other  period no shorter than a calendar quarter as the  Committee
may adopt.
     
     (q)        "Regular  Paycheck"  means  weekly,  bi-weekly  or
     monthly base salary paychecks.
     
     (r)         "Stock   Purchase  Account"  means  the   account
maintained  on the books and records of the Company recording  the
amount  received from each Participant through payroll  deductions
made under the Plan.
     
     
     
            ARTICLE II.  ELIGIBILITY AND PARTICIPATION
     
     Section  2.01   Eligible Employees.   All  employees  of  the
Company  or  any  Participating Affiliate  shall  be  eligible  to
participate  in the Plan beginning on the first day of  the  first
Purchase Period to commence after such person becomes an employee;
provided, however, that no such employee who is in a group of  key
employees that, pursuant to Section 423(b)(4)(D) of the Code,  the
Committee determines to be "highly compensated" and who also is  a
vice  president  or  more senior officer of  the  Company  or  any
Participating  Affiliate with compensation in  excess  of  $75,000
shall  be  eligible to participate in the Plan.   Subject  to  the
provisions  of Article V, each such employee will continue  to  be
eligible  to participate in the Plan so long as he or she  remains
an Eligible Employee.
     
           Section  2.02   Election to Participate.   An  Eligible
Employee  may  elect to participate in the Plan beginning  with  a
given  Purchase Period by filing with the Company,  in  accordance
with  such  terms  and  conditions as the Committee  in  its  sole
discretion  may  impose, a form provided by the Company  for  such
purpose.   Such election will authorize regular payroll deductions
from Eligible Compensation beginning with the first payday in that
Purchase  Period and continuing until the employee withdraws  from
the Plan or ceases to be eligible to participate in the Plan.
     
     Section 2.03  Limits on Stock Purchase.  No employee shall be
granted  any  right  to purchase Common Stock  hereunder  if  such
employee,  immediately after such a right to purchase is  granted,
would  own, directly or indirectly, within the meaning of  Section
423(b)(3)  and Section 424(d) of the Code, Common Stock possessing
5%  or more of the total combined voting power or value of all the
classes of the capital stock of the Company.

      Section 2.04  Voluntary Participation.  Participation in the
Plan   on  the  part  of  a  Participant  is  voluntary  and  such
participation   is  not  a  condition  of  employment   nor   does
participation in the Plan entitle a Participant to be retained  as
an employee.

    ARTICLE III.  PAYROLL DEDUCTIONS AND STOCK PURCHASE ACCOUNT

      Section  3.01   Payroll Deductions.  The form  described  in
Section  2.02  will  permit  a Participant  to  authorize  payroll
deductions  from  Eligible Compensation of a whole  dollar  amount
from  each  Regular Paycheck, subject to such terms and conditions
as  the  Committee  in  its  sole  discretion  may  authorize.   A
Participant may increase or decrease his or her payroll deductions
by  filing the required form with the Company, in accordance  with
such  terms and conditions as the Committee in its sole discretion
may impose.  A Participant may cease making payroll deductions  at
any time, as provided in Section 5.01.

      Section 3.02  Credit to Account.  Payroll deductions will be
credited  to  the  Participant's Stock Purchase  Account  on  each
payday.

      Section  3.03   Interest.  No interest  will  be  paid  upon
payroll  deductions or on any amount credited to  a  Participant's
Stock Purchase Account.

      Section 3.04  Nature of Account.  The Stock Purchase Account
is  established  solely for accounting purposes, and  all  amounts
credited  to  the Stock Purchase Account will remain part  of  the
general assets of the Company.

     Section 3.05  No Additional Contributions.  A Participant may
not  make any payment into his or her Stock Purchase Account other
than the payroll deductions made pursuant to the Plan.

               ARTICLE IV.  RIGHT TO PURCHASE SHARES
                                 
     Section  4.01   Purchase of Stock.  On each Investment  Date,
each Participant shall be offered the right to purchase, and shall
be  deemed,  without  any further action, to have  purchased,  the
number  of  whole and fractional shares of Common Stock determined
by  dividing  the  amount  of his or her  payroll  deductions  not
theretofore  invested  by  the purchase  price  as  determined  in
Section 4.02. (subject to the limitations of Section 4.03), unless
the Participant has notified the Company in writing, in advance of
that  date  and  subject  to  such terms  and  conditions  as  the
Committee in its sole discretion may impose, of his or her request
for the distribution of the entire credit balance in cash.
     
     Section 4.02  Purchase Price.  The purchase price for  shares
of  Common Stock on any Investment Date shall be the lesser of (a)
90%  of  the  Fair Market Value of the Common Stock on  the  first
business  day of the Purchase Period to which the Investment  Date
relates or (b) 90% of the Fair Market Value of the Common Stock on
the  last  business  day of such Purchase  Period,  in  each  case
rounded  up to the next higher full cent; provided, however,  that
if  the  Company's Earnings Per Share for the fiscal quarter  that
ended  immediately preceding the Investment Date is  greater  than
the Company's Earnings Per Share for the comparable fiscal quarter
in  the  prior year, the purchase price for each share  of  Common
Stock  shall be the lesser of (x) 85% of the Fair Market Value  of
the  Common Stock on the first business day of the Purchase Period
to which the Investment Date relates or (y) 85% of the Fair Market
Value  of  the  Common  Stock on the last  business  day  of  such
Purchase  Period, in each case rounded up to the next higher  full
cent.
     
           Section  4.03  Limitation on the Number of Shares.   In
addition to such other limitations as the Committee may impose  in
its  sole discretion, each Participant's right to purchase  Common
Stock  on each Investment Date is subject to the limitations  that
(a)  no  more  than 1,000 shares of Common Stock may be  purchased
under  the Plan by any one Participant for a given Purchase Period
and  (b) in accordance with Section 423(b)(8) of the Code, no more
than $25,000 in Fair Market Value (determined at the beginning  of
each  Purchase  Period) of Common Stock and  other  stock  may  be
purchased  under  the Plan and all other employee  stock  purchase
plans  (if  any)  of  the Company and the Affiliates  by  any  one
Participant  for  any  calendar year.  If the  purchases  for  all
Participants would otherwise cause the aggregate number of  shares
of  Common  Stock to be sold under the Plan to exceed  the  number
specified  in Section 9.03, each Participant shall be allocated  a
pro rata portion of the Common Stock to be sold.
     
     
     Section 4.04  Notice of Acceleration Date.  The Company shall
use  its  best  efforts to notify each Participant in  writing  at
least  ten  days  prior to any Acceleration  Date  that  the  then
current Purchase Period will end on such Acceleration Date.
     
          ARTICLE V. WITHDRAWAL FROM PLAN; SALE OF STOCK

     Section  5.01  Voluntary Withdrawal.  A Participant  may,  in
accordance with such terms and conditions as the Committee in  its
sole  discretion  may impose, withdraw from  the  Plan  and  cease
making  payroll  deductions by filing  with  the  Company  a  form
provided  for  this purpose.  The withdrawal will be effective  as
soon as practicable, whereupon no further payroll deductions shall
be made. Thereafter, on the next Investment Date and in accordance
with Section 4.01, the entire credit balance in such Participant's
Stock  Purchase  Account  will be used to purchase  Common  Stock,
unless such Participant has filed with the Company, in advance  of
that day and subject to such terms and conditions as the Committee
in  its  sole discretion may impose, a request to have the  entire
credit  balance  in  such  Participant's  Stock  Purchase  Account
distributed in cash within 30 days after that Investment  Date  or
at  such earlier time as the Committee in its sole discretion  may
decide.   A Participant who withdraws from the Plan may  elect  to
participate  in  a subsequent Purchase Period, if  then  eligible,
subject to such terms and conditions as the Committee may provide.
     
            Section  5.02   Death.   Subject  to  such  terms  and
conditions  as  the Committee in its sole discretion  may  impose,
upon  the  death  of a Participant, no further  amounts  shall  be
credited to the Participant's Stock Purchase Account.  Thereafter,
on  the next Investment Date following the Participant's death and
in accordance with Section 4.01, the entire credit balance in such
Participant's  Stock  Purchase Account will be  used  to  purchase
Common Stock, unless such Participant's estate has filed with  the
Company,  in  advance of that day and subject to  such  terms  and
conditions as the Committee in its sole discretion may  impose,  a
request  to  have the entire credit balance of such  Participant's
Stock  Purchase Account distributed in cash within 30  days  after
that  Investment Date or at such earlier time as the Committee  in
its  sole  discretion may decide.  Each Participant, however,  may
designate  one  or more beneficiaries who, upon the  Participant's
death,  are to receive the amount that otherwise would  have  been
distributed or paid to the Participant's estate and may change  or
revoke   any  such  designation  from  time  to  time.   No   such
designation, change or revocation will be effective unless made by
the  Participant in writing and filed with the Company during  the
Participant's  lifetime.   Unless the  Participant  has  otherwise
specified   the   beneficiary  designation,  the  beneficiary   or
beneficiaries so designated will become fixed as of  the  date  of
the  death  of the Participant so that, if a beneficiary  survives
the  Participant  but dies before the receipt of the  payment  due
such  beneficiary, the payment will be made to such  beneficiary's
estate.
     
     Section 5.03  Termination of Employment.  In the event of any
termination of employment (other than death) with the Company or a
Participating Affiliate, participation in the Plan will  cease  on
the  date  the  Participant  ceases to be  an  Eligible  Employee.
Thereafter,  on  the next Investment Date and in  accordance  with
Section  4.01,  the  entire credit balance in  such  Participant's
Stock  Purchase  Account  will be used to purchase  Common  Stock,
unless such Participant has filed with the Company, in advance  of
that day and subject to such terms and conditions as the Committee
in  its  sole discretion may impose, a request to have the  entire
credit  balance  in  such  Participant's  Stock  Purchase  Account
distributed in cash within 30 days after that Investment  Date  or
at  such earlier time as the Committee in its sole discretion  may
decide.  For  purposes  of  this  Section  5.03,  a  transfer   of
employment to any Affiliate, or a leave of absence which has  been
approved  by  the Committee, will not be deemed a  termination  of
employment.
                  ARTICLE VI.  STOCK CERTIFICATES
     
     Section 6.01.  Delivery.  Promptly after each Investment Date
and  subject to such terms and conditions as the Committee in  its
sole discretion may impose, the Company will cause to be delivered
to  its designated broker a certificate representing the aggregate
number  of  whole  shares  of  Common  Stock  purchased  on   such
Investment  Date,  along with a statement showing  the  number  of
shares  to  be  credited to each Participant's Broker  Account  or
information  as to the credit balance in each Participant's  Stock
Purchase Account.
     
     Section  6.02   Securities Laws.  The Company  shall  not  be
required  to issue or deliver any certificate representing  Common
Stock  prior to registration under the Securities Act of 1933,  as
amended, or registration or qualification under any state  law  if
such  registration is required.  The Company shall  use  its  best
efforts  to  accomplish such registration (if and  to  the  extent
required)  not  later than the effective date  of  the  Plan,  and
delivery  of  certificates may be deferred until such registration
is accomplished.
     
      Section  6.03  Rights of a Stockholder.  At the  time  funds
from  a  Participant's  payroll deductions  account  are  used  to
purchase the Common Stock, he or she shall have all of the  rights
and  privileges  of a stockholder of the Company with  respect  to
whole  shares purchased under the Plan whether or not certificates
representing full shares have been issued.  All such shares  shall
be  maintained in a separate Broker Account for each  Participant.
Dividends  paid with respect to such shares shall be automatically
reinvested  by  the  brokerage firm that  administers  the  Broker
Accounts in whole and fractional shares of the Common Stock at the
market price.
     
     Section 6.04  Broker Accounts.  Each Broker Account may be in
the  name of the Participant or, if he or she so indicates on  the
appropriate form, in his or her name jointly with another  person,
with right of survivorship.

                 ARTICLE VII.  NONTRANSFERABILITY
     
     Section  7.01  Nontransferable Right to Purchase.  The  right
to   purchase   Common  Stock  hereunder  may  not  be   assigned,
transferred, pledged or hypothecated (whether by operation of  law
or  otherwise),  except  by  will  or  the  laws  of  descent  and
distribution, and will not be subject to execution, attachment  of
similar  process.   Any  attempted assignment,  transfer,  pledge,
hypothecation  or  other  disposition or  levy  of  attachment  or
similar  process upon the right to purchase will be null and  void
and without effect.
     
     Section 7.02  Nontransferable Account.  Except as provided in
Section 5.02, the amounts credited to a Stock Purchase Account may
not  be assigned, transferred, pledged or hypothecated in any way,
and  any attempted assignment, transfer, pledge, hypothecation  or
other  disposition  of  such amounts will be  null  and  void  and
without effect.
     
           ARTICLE VIII.  EFFECTIVE DATE, AMENDMENT AND
                        TERMINATION OF PLAN
                                 
     Section 8.01.  Effective Date.  The Plan was approved by the
Committee on March 23, 1994 and shall be approved by the
stockholders of the Company within twelve (12) months thereafter.

     Section 8.02.  Plan Commencement.  The initial Purchase
Period under the Plan will commence on July 1, 1994.  Thereafter,
each succeeding Purchase Period will commence and terminate in
accordance with Section 1.03(p).

     Section 8.03.  Amendment; Termination.  The Committee may
amend or terminate the Plan at any time.  No amendment or
termination of the Plan, however, shall be effective without
stockholder approval that would  (i) cause rights issued under it
to fail to meet the requirements for employee stock purchase plans
as defined in Section 423 of the Code; (ii) require stockholder
approval under rules or regulations of the National Association of
Securities Dealers, Inc. or any securities exchange that are
applicable to the Company, or (iii) permit the issuance of Common
Stock before payment therefor in full.

     Section 8.04.  Automatic Termination.  The Plan shall
automatically terminate when all of the shares of Common Stock
provided for in Section 9.03 have been sold.

                    ARTICLE IX.  ADMINISTRATION
                                 
     Section 9.01.  The Committee.  The Plan shall be administered
by the Committee, which may delegate authority to administer the
Plan to the Fingerhut Corporation Executive Compensation Committee
or any officer or employee of Fingerhut Corporation.

     Section 9.02.  Powers of Committee.  Subject to the
provisions of the Plan, the Committee shall have full authority to
administer the Plan, including authority to interpret and construe
any provision of the Plan, to establish deadlines by which the
various administrative forms must be received in order to be
effective, and to adopt such other rules and regulations for
administering the Plan as it may deem appropriate.  The Committee
shall have full and complete authority to determine whether all or
any part of the Common Stock acquired pursuant to the Plan shall
be subject to restrictions on the transferability thereof or any
other restrictions affecting in any manner a Participant's rights
with respect thereto but any such restrictions shall be contained
in the form by which a Participant elects to participate in the
Plan pursuant to Section 2.02.  Decisions of the Committee will be
final and binding on all parties who have an interest in the Plan.



      Section  9.03.  Stock to be Sold.  The Common  Stock  to  be
issued  and  sold  under the Plan may be authorized  but  unissued
shares, or the Company may purchase Common Stock in the market for
sale  under  the Plan.  The aggregate number of shares  of  Common
Stock  to  be sold under the Plan will not exceed 250,000  shares.
If  outstanding shares of Common Stock are increased or  decreased
as  a  result  of a stock dividend, stock split, or reverse  stock
split  thereon, the number of shares reserved or authorized to  be
reserved  under this Plan shall be increased proportionately,  and
such other adjustment shall be made as may be deemed necessary  or
equitable  by the Board of Directors.  In the event of  any  other
change  affecting  the  Common  Stock,  including  by  merger   or
consolidation,  such adjustment shall be made  as  may  be  deemed
equitable by the Board of Directors to give proper effect to  such
event, subject to the limitations of Section 424 of the Code.

     Section 9.04.  Notices.  Notices to the Committee should be
addressed as follows;

                    Fingerhut Companies, Inc.
                    4400 Baker Road
                    Minnetonka, MN  55343
                    Attn:  Compensation Committee
                              c/o Human Resources Department

                    ARTICLE X.  APPLICABLE LAW
                                 
     Rights to purchase Common Stock granted under the Plan shall
be construed and shall take effect in accordance with the laws of
the State of Minnesota.

EX-24

                                          Exhibit 24(a)


            Consent of Independent Public Accountants
                                
                                
The Board of Directors
Fingerhut Companies, Inc.:


We  consent  to  incorporation by reference in  the  registration
statement   on  Form  S-8  of  Fingerhut  Companies,   Inc.   and
subsidiaries of our report dated January 28, 1994, except  as  to
the first paragraph of note 3 and the third paragraph of note  18
which  are  as  of  March 14, 1994, relating to the  consolidated
statements of financial position of Fingerhut Companies, Inc. and
subsidiaries  as of December 31, 1993 and December 25,  1992  and
the  related consolidated statements of earnings, cash flows  and
changes  in  stockholders' equity for each of the  years  in  the
three-year  period  ended  December 31,  1993,  and  all  related
financial  statement schedules, which report is  incorporated  by
reference in the December 31, 1993 annual report on Form 10-K  of
Fingerhut Companies, Inc.



                                   KPMG Peat Marwick LLP


Minneapolis, Minnesota
October 3, 1994