SecProbe.io

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                                        633 West Fifth Street, Suite 4000
                                        Los Angeles, California  90071-2007
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                                        www.lw.com
LATHAM & WATKINS LLP
                                        FIRM / AFFILIATE OFFICES
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September 23, 2005                      Hong Kong     San Francisco
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                                        New Jersey    Washington, D.C.

Via EDGAR and Federal Express

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C.  20549
Attention:  H. Christopher Owings
            Kurt Murao
            Peggy Kim

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

Ladies and Gentlemen:

         ValueVision Media, Inc. ("ValueVision") has electronically filed with
the Securities and Exchange Commission Amendment No. 1 to the above-referenced
Registration Statement. Amendment No. 1 reflects certain changes to the selling
shareholder information from the above-referenced Registration Statement and the
occurrence of the closings of the private sales of shares referred to therein
between GE Capital Equity Investments, Inc. ("GE Capital") and the Non-Delta
Selling Shareholders (as defined below).

         We have also enclosed with the paper copy of this letter a copy of
Amendment No. 1 (including a copy marked to show changes from the original
filing of the Registration Statement).

         Set forth below are ValueVision's responses to the comments of the
Staff of the Commission made in the comment letter dated August 17, 2005. For
your convenience, we have provided each of the numbered comments (in italics)
followed by the response.

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

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SEPTEMBER 23, 2005
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         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.

         Rule 152 under the Securities Act of 1933, as amended, states that
"transactions by an issuer not involving a public offering" in Section 4(2)
shall be deemed to apply to transactions not involving any public offering at
the time of said transactions although subsequently thereto the issuer decides
to make a public offering. In Black Box Inc. (avail. June 26, 1990), the Staff
explained that for purposes of Rule 152, a private placement is deemed
consummated not when the securities are actually issued, but instead upon the
investors' commitment to purchase or accept the securities, subject only to
conditions that are not within the investors' control. In other words, for
purposes of Rule 152, a private placement is deemed to be consummated upon the
execution of a purchase agreement if the purchaser's obligation to purchase the
securities is subject only to conditions outside of the purchaser's control.
Additionally, in subsection (b) of the SEC Manual of Publicly Available
Telephone Interpretations Supplement, 3S (March 1999) (hereinafter "Tel. Interp.
Man. Supp."), the Staff indicated that it would not object if a company
registers the resale of securities prior to their issuance in a "PIPE"
transaction if the following factors are met: (a) the company has consummated an
exempt sale of the securities to the investor and the investor is at market risk
at the time of filing of the resale registration statement; (b) the investor is
irrevocably bound to purchase a set number of securities for a set purchase
price that is not based on market price or a fluctuating ratio; (c) there are no
conditions to closing that are within the investor's control or that the
investor can cause not to be satisfied; and (d) the closing of the private
placement of the unissued securities occurs within a short time after the
effectiveness of the resale registration statement.

         The Stock Purchase and Registration Agreements, dated July 8, 2005,
among GE Capital and the purchasers thereunder (the "Non-Delta Selling
Shareholders") provide in Section 1.1 that the closings will occur on "the
earlier of (i) the second business day following the day on which the
Registration Statement . . . is declared effective . . . and (ii) September 15,
2005 . . ." On September 15, 2005, the transactions contemplated under each of
the purchase agreements, including the purchase and sale of the shares being
registered under the Registration Statement, closed in accordance with Section
1.1 of each of the purchase agreements. The occurrence of the closings is
reflected in Amendment No. 1 to the Registration Statement. Nonetheless, the
private offering of the shares from GE Capital to the Non-Delta Selling
Shareholders was completed on July 8, 2005 under Tel. Interp. Man. Supp., 3S,
Black Box Inc. and Rule 152. The purchase agreements do not contain any
contingencies, walk away rights, or conditions to closing whatsoever. The
Non-Delta Selling Shareholders were irrevocably bound under the purchase
agreements to purchase a set number of shares for a set purchase price, which
was not based on market price or a fluctuating ratio. There were no arrangements
to place funds to be used to pay

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SEPTEMBER 23, 2005
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LATHAM & WATKINS LLP

for the shares in an escrow, trust or similar account, but the Non-Delta Selling
Shareholders became unconditionally obligated, upon executing and delivering the
purchase agreements, to purchase the shares from GE Capital and pay the purchase
price therefor on the date set forth for closing in the purchase agreements. In
other words, the risk of owning the shares passed from GE Capital to the
Non-Delta Selling Shareholders upon the execution of the purchase agreements. We
note that subsequent to the filing of the Registration Statement two Non-Delta
Selling Shareholders affiliated with Ramius Capital Group, LLC effected an
internal reallocation of the shares to be purchased by them, and Ramius
Securities, LLC, a broker-dealer, reallocated all its rights under its purchase
agreement to its managing member, Ramius Capital Group, LLC, which Ramius
Securities, LLC has informed ValueVision is the beneficial owner of the shares
(in each case, by assignments permitted by their purchase agreement). Such
reallocation is reflected in Amendment No. 1 to the Registration Statement.
Ramius Capital Group, LLC and the other Non-Delta Selling Shareholders
affiliated with Ramius Capital Group, LLC were obligated, even prior to the
September 15, 2005 closing date, without condition, to purchase all of the
shares under the Ramius purchase agreement and continue to bear the risk of
ownership. We also note that Magnetar Investment Management, LLC has informed
ValueVision that the two accounts on behalf of which it, as investment manager,
entered into its Stock Purchase and Registration Agreement with GE Capital were
Raytheon Master Pension Trust and Raytheon Combined DB/DC Master Trust (the
purchase agreement inadvertently referred to a single account). The selling
shareholder information in the Registration Statement has been revised
accordingly.

         In summary, while the closings of the transactions occurred on
September 15, 2005 pursuant to Section 1.1 of the purchase agreements, under
Tel. Interp. Man. Supp., 3S, Black Box Inc. and Rule 152, the private offering
of the shares from GE Capital to the Non-Delta Selling Shareholders was
completed on July 8, 2005, when the purchase agreements were executed and
delivered.

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 "exempt
         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.

         Based on information provided to ValueVision by GE Capital, GE Capital
is relying on the so-called Section 4(1 1/2) exemption which, the Staff has
recognized, permits a person to resell securities initially issued in a private
placement without registration under the Securities Act. The exemption derives
from Section 4(1) of the Securities Act which exempts "transactions by any
person other than an issuer, underwriter, or dealer" from registration, but
utilizes Section 4(2) standards to determine whether the seller is an
underwriter. To avoid underwriter status, the seller (i) must not have purchased
the shares from the issuer with a view to their distribution, and (ii) must not
offer or sell the shares for an issuer in connection with their distribution.

         Section 4(1) is available to GE Capital's sale to the selling
shareholders because GE Capital is not the issuer, it is not a dealer, and it is
not an underwriter. GE Capital is not an

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SEPTEMBER 23, 2005
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LATHAM & WATKINS LLP

underwriter because it did not purchase the shares from ValueVision with a view
to distributing the shares, and it did not offer or sell the shares to the
selling shareholders for ValueVision in connection with their distribution. GE
Capital has held the shares to be sold for more than six years, a duration which
convincingly indicates that GE Capital did not acquire the shares from
ValueVision with a view to their distribution. In addition, GE Capital made
representations to ValueVision in connection with GE Capital's acquisition of
the shares that GE Capital was acquiring the shares as an investment for its own
account and not with a view toward their distribution. Furthermore, GE Capital
did not offer or sell the shares to the selling shareholders for ValueVision in
connection with their distribution. ValueVision will not receive any proceeds
from the sale by GE Capital of the shares to the selling shareholders, and the
sale did not require ValueVision's consent. GE Capital received representations
from the selling shareholders to the effect that GE Capital did not offer the
shares to the selling shareholders in any form of general solicitation or
general advertising, that the selling shareholders are acquiring the shares for
investment for their own account, and not with a view to, or for sale in
connection with, any distribution thereof, that the selling shareholders do not
have any agreement or understanding with any other person or entity to sell,
pledge, engage in short sales or other hedging transactions, transfer or
otherwise distribute or dispose of the shares or any interest therein, that the
selling shareholders have knowledge and experience in financial and business
matters such that they are capable of evaluating the merits and risks of
purchasing the shares, and that the selling shareholders have received all of
the information they need to decide to purchase the shares and had an
opportunity to ask questions and receive answers from ValueVision.

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.

         The resale of the shares by GE Capital and the selling shareholders is
not a primary offering on behalf of ValueVision, and neither GE Capital nor any
selling shareholder is acting as a conduit for ValueVision. GE Capital acquired
the shares from ValueVision in 1999, over six years ago, in connection with an
Investment Agreement dated as of March 8, 1999, as amended as of April 15, 1999,
by and between GE Capital and ValueVision (the "Investment Agreement"), pursuant
to which GE Capital acquired shares of ValueVision's Series A Redeemable
Convertible Preferred Stock and a warrant (the "Investment Warrant") to purchase
shares of ValueVision's common stock. On July 6, 1999, GE Capital exercised the
Investment Warrant and acquired shares of ValueVision's common stock, including
the shares sold to the selling shareholders. GE Capital acquired the shares in
July 1999 as an investment for its own account and not with a view toward
distributing the shares, gave representations and warranties to that effect and,
subsequently, has held the shares as "restricted securities" within the meaning
of Rule 144 for more than six years. GE Capital made the investment decision to
sell the shares on its own initiative. It agreed to the sales to the various
selling shareholders for its own account

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LATHAM & WATKINS LLP

and without seeking the consent of ValueVision. ValueVision is not entitled to
and will not receive any of the proceeds from those sales. The selling
shareholders who purchased the shares pursuant to the Stock Purchase Agreement,
dated February 9, 2005 (the "Delta Selling Shareholders") consummated such
purchase in February 2005 and since then have held such shares as "restricted
securities." The Delta Selling Shareholders hold approximately 5.4% of the
outstanding shares of ValueVision's common stock. The shares purchased by the
Non-Delta Selling Shareholders pursuant to the Stock Purchase Agreements, dated
July 8, 2005, constitute in the aggregate approximately 7% of the outstandi