EXHIBIT 3.1
                        VALUEVISION INTERNATIONAL, INC.

                               ARTICLES OF MERGER


         Pursuant to Section 302A.621 of the Minnesota Business Corporation Act,
the undersigned officer of ValueVision International, Inc., a Minnesota
corporation (the "Surviving Corporation"), which is the owner of all of the
issued and outstanding shares of common stock, $.01 par value per share, of VVM
Name Change Subsidiary, Inc., a Minnesota corporation (the "Subsidiary
Corporation"), which is the only outstanding class of capital stock of the
Subsidiary Corporation, hereby executes and files these Articles of Merger:

         FIRST: The Plan of Merger providing for the merger of the Subsidiary
Corporation into the Surviving Corporation, in the form of resolutions duly
adopted by the Board of Directors of the Surviving Corporation on April 24,
2002, is attached hereto as Exhibit A.

         SECOND: The number of outstanding shares of each class and series of
the Subsidiary Corporation and the number of shares of each class and series of
the Subsidiary Corporation owned by the Surviving Corporation are as follows:




                                                                Number of Shares
    Designation of Class         Number of Outstanding         Owned by Surviving
         & Series                       Shares                    Corporation
         --------                       ------                    -----------
                                                         
       Common Stock,                     100                              100
      $.01 par value



         THIRD: The Plan of Merger has been duly approved by the Surviving
Corporation under Minnesota Statutes Section 302A.621.

         FOURTH: There are no shareholders of the Subsidiary Corporation other
than the Surviving Corporation, and accordingly, there is no notice required to
any other shareholder pursuant to Minnesota Statutes Section 302A.621, Subd. 2.

         FIFTH: Upon the effective time of the merger, pursuant to Minnesota
Statutes Section 302A.621, Subd. 1, Article I of the Surviving Corporation's
Restated Articles of Incorporation shall be amended in its entirety to read as
follows:

            "The name of the corporation is ValueVision Media, Inc."






         SIXTH: The merger shall be effective at 12:01 a.m., Minneapolis,
Minnesota time, on May 16, 2002.


Dated: May 16, 2002.


                             VALUEVISION INTERNATIONAL, INC.


                             By: /s/ Nathan E. Fagre
                                Nathan E. Fagre
                           Senior Vice President, General Counsel and Secretary







                                                                       EXHIBIT A


                         VALUEVISION INTERNATIONAL, INC.

                               RESOLUTIONS OF THE
                               BOARD OF DIRECTORS

         WHEREAS, the Company owns all of the issued and outstanding capital
stock of VVM Name Change Subsidiary, Inc., a Minnesota corporation (the
"Subsidiary"), consisting of 100 shares of common stock, $.01 par value per
share; and

         WHEREAS, the Company desires to effect the merger of the Subsidiary
with and into the Company pursuant to Section 302A.621 of the Minnesota Business
Corporation Act.

         NOW, THEREFORE, BE IT RESOLVED, that the Subsidiary be merged with and
into the Company pursuant to Section 302A.621 of the Minnesota Business
Corporation Act in accordance with the further resolutions set forth below
(which resolutions shall constitute the Plan of Merger).

         RESOLVED FURTHER, that at the effective time of the merger, all of the
outstanding shares of common stock of the Subsidiary, $.01 par value per share,
shall be canceled, and no securities of the Company or any other corporation, or
any money or other property, shall be issued to the Company in exchange
therefor.

         RESOLVED FURTHER, that the merger shall be effective at 12:01 a.m.,
Minneapolis, Minnesota time, on May 16, 2002.

         RESOLVED FURTHER, that Nathan E. Fagre, Senior Vice President, General
Counsel and Secretary of the Company, or any other officer of the Company, is
hereby authorized and directed to execute, for and on behalf of the Company,
Articles of Merger setting forth the Plan of Merger and such other information
as required by law, and to cause those articles to be filed for record with the
Secretary of State of the State of Minnesota in the manner required by law.

         RESOLVED FURTHER, that upon the effective time of the merger, pursuant
to Section 302A.621, Subd. 1, of the Minnesota Business Corporation Act, by
virtue of the filing of the Articles of Merger and without any further action by
the Company, its Board of Directors, or its shareholders, Article I of the
Company's Sixth Amended and Restated Articles of Incorporation shall be amended
in its entirety to read as follows:

                  "The name of the corporation is ValueVision Media, Inc."

         RESOLVED FURTHER, that the officers of the Company, and each of them,
are hereby authorized, for and on behalf of the Company, to take such other
action as those officers, or any of them, deem necessary or appropriate to carry
out the purpose of the foregoing resolutions.




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