8-K

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

February 26, 2009
Date of Report (Date of Earliest Event Reported)

ValueVision Media, Inc.

(Exact name of registrant as specified in its charter)

Minnesota	0-20243	41-1673770
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)

6740 Shady Oak Road,
Eden Prairie, Minnesota 55344-3433
(Address of principal executive offices, including zip code)

952-943-6000
(Registrant’s telephone number, including area code)

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

          On February 26, 2009, the Company filed with the Secretary of State of the State of Minnesota a Statement of Cancellation of Certificate of Designation of Series A Redeemable Convertible Preferred Stock (the “Statement of Cancellation”). The Statement of Cancellation causes the 5,399,500 shares previously designated as Series A Redeemable Convertible Preferred Stock to have the status of authorized but unissued, undesignated shares.

Item 9.01 Financial Statements and Exhibits.

3.1 Statement of Cancellation of Certificate of Designation of Series A Redeemable Convertible Preferred Stock dated February 26, 2009.

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.

VALUEVISION MEDIA, INC.

/s/ Nathan E. Fagre

Nathan E. Fagre

Senior Vice President and General Counsel

Date: February 26, 2009

EX-3.1

Exhibit 3.1

VALUEVISION MEDIA, INC.

STATEMENT OF CANCELLATION
OF CERTIFICATE OF DESIGNATION OF
SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK

          The undersigned officer of ValueVision Media, Inc. (the “Company”) hereby certifies that:

          1. The name of the Company is ValueVision Media, Inc.

          2. The Company’s Board of Directors has directed that the statement fixing the rights and preferences of the Company’s Series A Redeemable Convertible Preferred Stock be canceled pursuant to Section 302A.133 of the Minnesota Statutes.

          3. There are currently no shares of Series A Redeemable Convertible Preferred Stock outstanding.

          4. The 5,339,500 shares formerly designated as Series A Redeemable Convertible Preferred Stock shall have the status of authorized but unissued, undesignated shares.

[Signature page follows]

          IN WITNESS WHEREOF, the undersigned has executed this Statement of Cancellation this 26^th day of February, 2009.

VALUEVISION MEDIA, INC.
	/s/ Nathan E. Fagre
Name:	Nathan E. Fagre
Title:	Senior Vice President, General
	Counsel and Secretary