8-K

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                                UNITED STATES
                      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):  October 23, 1997


                       VALUEVISION INTERNATIONAL, INC.
            (Exact name of registrant as specified in its charter)


                                  MINNESOTA
                (State or other jurisdiction of incorporation)


              0-20243                                   41-1673770
      (Commission File Number)              (IRS Employer Identification No.)


                 6740 SHADY OAK ROAD, EDEN PRAIRIE, MN  55344
             (Address of principal executive offices) (Zip Code)

      Registrant's telephone number, including area code: (612) 947-5200

                                NOT APPLICABLE
        (Former name or former address, if changed since last report)


                                 Page 1 of 4

                       Exhibit Index Appears on Page 3
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ITEM 5.  OTHER EVENTS.

        The Registrant's Press Release dated October 23, 1997, which is filed
as Exhibit 99.1 to this Form 8-K, is incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c)  Exhibits

99.1  Press Release dated October 23, 1997.



                                  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 thereunto duly authorized.


                                        VALUEVISION INTERNATIONAL, INC.
                                        (Registrant)



Date:  October 23, 1997                 By: /s/ Stuart R. Romenesko
                                           ---------------------------
                                        Name: Stuart R. Romenesko
                                        Title: Senior Vice President Finance
                                               Chief Financial Officer

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                                EXHIBIT INDEX



EXHIBIT NO.             DESCRIPTION                                     PAGE

   99.1                 Press Release . . . . . . . . . . . . . . . . .  4

EX-99.1

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                   [VALUE VISION INTERNATIONAL LETTERHEAD]




FOR IMMEDIATE RELEASE
October 23, 1997
                                      
       MONTGOMERY WARD AND VALUEVISION RESTRUCTURE AGREEMENT ON USE OF
                             MONTGOMERY WARD NAME

MINNEAPOLIS, MN, October 23, 1997...ValueVision International, Inc.
(NASDAQ:VVTV), an integrated electronic and print media direct marketing
company and the nation's third-largest television home-shopping network, and
Montgomery Ward & Co., Incorporated today announced the restructuring of the
operating agreement between the two companies governing the use of the
Montgomery Ward name.

In exchange for Montgomery Ward's return to ValueVision of warrants covering
the purchase of 3.8 million shares of ValueVision common stock, ValueVision
will cede exclusive use of the Montgomery Ward name for catalog, mail order,
catalog "syndications" and television shopping programming back to Montgomery
Ward.  Under the agreement, which requires the approval of the U.S. Bankruptcy
court in Delaware, ValueVision will cease the use of the Montgomery Ward name
in all outgoing catalog, syndication, and mail order communication by March 31,
1998, with an orderly wind down of incoming orders and customer service
permitted after that date.  As such, Montgomery Ward will regain full control
over all marketing rights to its credit card customers.  The agreement also
calls for the repurchase by ValueVision of 1,280,000 of its common stock
currently owned by Montgomery Ward, at a price of $3.80 per share.

The agreement includes the reduction of Montgomery Ward's minimum commitment
to support ValueVision's cable television spot advertising purchases.  Under
the new terms, Montgomery Ward's commitment is reduced from $4 million to $2
million annually, and the time period decreased from five years to three years. 
In addition, the agreement limits ValueVision to offer the Montgomery Ward
credit card only in conjunction with its various television offers and subject
to the normal approvals by the credit card grantor.

For additional information on ValueVision International, Inc. by fax, at no
cost, dial 1-800-PRO-INFO, and enter code VVTV.

(Note:  The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements.  Certain information included in this
news release may contain statements that are forward looking, including
execution of definitive agreements with Montgomery Ward and approval of the
agreement by the U.S. Bankruptcy Court in Delaware.  Investors are cautioned
that forward-looking statements involve risks and uncertainties.  For more
information on the potential factors that could affect the Company's financial
results, investors should refer to the Company's annual report of Form 10-K and
the first-quarter 1997 report on Form 10-Q).