SecProbe.io

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Mail Stop 3561
      August 17, 2005

Nathan E. Fagre
Senior Vice President and General Counsel
ValueVision Media, Inc.
6740 Shady Oak Road
Eden Prairie, MN 55344

      Re:	ValueVision Media, Inc.
		Registration Statement on Form S-3
      Filed July 29, 2005
		File No. 333-127040

Dear Mr. Fagre:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General
1. We note that it appears that the private sale between GE
Capital
Equity Investments and the selling stockholders may not be
completed.
According to your disclosure in the prospectus and the stock
purchase
and registration agreements filed as exhibits, GE Capital Equity
Investments, Inc. has agreed to sell to the selling shareholders
2,604,932 shares of common stock on the earlier to occur of (i)
the
second business day following the effectiveness of the
registration
statement and (ii) September 15, 2005.  In this regard, it appears
that at the commencement of this offering, it is possible that the
selling shareholders may not yet own the common shares that they
intend to resell pursuant to this registration statement.
Further,
since the purchase price for the shares has not yet been paid,
there
appears to be a material contingency to the agreement.  Please
tell
us why you believe that the private sale between GE Equity and the
selling stockholders has been completed.  Please also tell us
whether
there are any arrangements to place the funds to be used to pay
for
the shares in an escrow, trust or similar account, and if so,
please
provide a copy of the agreement.
2. According to section 2.6 of the Stock Purchase and Registration
Rights Agreements filed as exhibits, the sale of common shares
from
GE Capital Equity Investments, Inc. to the various selling
shareholders is "[e]xempt from registration under the Securities
Act
of 1933 as amended...."  Please tell us which exemption  GE
Capital
Equity Investments, Inc. is relying on for the sales to the
selling
stockholders and the facts supporting the availability of the
exemption.
3. Please provide an analysis supporting your position that the
resale of securities by GE Capital Equity and the selling
stockholders is not a primary offering on behalf of the issuer.
Please tell us whether GE Capital Equity Investments, Inc., and
each
of the selling stockholders are broker-dealers or affiliates of
broker-dealers.  Further, please provide us with your analysis
explaining why GE Capital Equity Investments, Inc. and each of the
selling shareholders should not be named as underwriters in this
offering.  Please refer to the factors discussed in Tel. Interp.
No.
76, Section H., Division of Corporation Finance Manual of Publicly
Available Telephone Interpretations.   We may have further comment
upon review of your response.

******

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Kurt Murao, Attorney Advisor, at (202) 551-
3338,
Peggy Kim, Senior Staff Attorney, at (202) 551-3411 or me at (202)
551-3720 with any other questions.

      					Sincerely,

						H. Christopher Owings
      					Assistant Director

cc: 	James P. Beaubien, Esq.
	Latham & Watkins LLP
      Fax: (213) 891-8763
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Nathan E. Fagre
ValueVision Media, Inc.
August 17, 2005
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