UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
FORM 10-Q/A
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-20243
VALUEVISION INTERNATIONAL, INC.
 (Exact name of registrant as specified in its charter)

          Minnesota                               41-1673770
(State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)               Identification No.)	

6740 Shady Oak Road, Minneapolis, MN 55344
(Address of principal executive offices)
612-947-5200
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES X NO

As of February 17, 1998, there were 26,780,778 shares of the Registrant's common stock, $.01 par value, outstanding.

PART I - FINANCIAL INFORMATION
Item 1 of the Form 10-Q for the quarterly period ended October 31, 1997
previously filed by ValueVision International, Inc. (the "10-Q") is hereby amended and restated in its entirety as follows. Except as set forth herein, all other items of the 10-Q remain in full force and effect.
ITEM 1. FINANCIAL STATEMENTS
VALUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited)

                                     ASSETS
                                                                                              OCTOBER 31,       JANUARY 31,
                                                                                                  1997             1997
                                                                                            --------------    -------------
CURRENT ASSETS:
     Cash and cash equivalents                                                              $  18,189,366      $ 28,618,943
     Short-term investments                                                                    27,529,673        24,239,840
     Accounts receivable, net                                                                  11,713,784         6,488,094
     Inventories, net                                                                          27,286,121        28,109,081
     Prepaid expenses and other                                                                15,899,879        11,483,394
     Deferred taxes                                                                               392,000           416,000
                                                                                            -------------      ------------
          Total current assets                                                                101,010,823        99,355,352
PROPERTY AND EQUIPMENT, NET                                                                    21,851,045        24,283,108
FEDERAL COMMUNICATIONS COMMISSION LICENSES, NET                                                 5,706,239         6,934,546
MONTGOMERY WARD OPERATING AGREEMENT AND LICENSES, NET                                          14,085,016        15,052,935
INVESTMENT IN PAXSON COMMUNICATIONS CORPORATION                                                 9,448,373               -
GOODWILL AND OTHER INTANGIBLE ASSETS, NET                                                      12,297,802        10,764,011
INVESTMENTS AND OTHER ASSETS, NET                                                               8,928,066        10,022,718
                                                                                            -------------      ------------
                                                                                            $ 173,327,364      $166,412,670
                                                                                            =============      ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
     Current portion of long-term obligations                                               $     415,915      $    392,921
     Accounts payable                                                                          22,336,546        24,887,904
     Accrued liabilities                                                                       13,928,325        12,398,041
     Income taxes payable                                                                       2,875,291            45,008
                                                                                            -------------      ------------
          Total current liabilities                                                            39,556,077        37,723,874

LONG-TERM OBLIGATIONS                                                                           1,086,493         1,443,189
                                                                                            -------------      ------------
          Total liabilities                                                                    40,642,570        39,167,063
                                                                                            -------------      ------------

SHAREHOLDERS' EQUITY:
     Common stock, $.01 par value, 100,000,000 shares authorized;
          28,035,778 and 28,842,198 shares issued and outstanding                                 280,358           288,422

     Common stock purchase warrants;
          3,842,143 and 5,368,557                                                              18,386,927        26,984,038

     Additional paid-in capital                                                                81,714,115        83,309,455

     Net unrealized holding gains (losses) on investments available-for-sale                   (2,922,382)           69,437

     Retained earnings                                                                         35,225,776        16,594,255
                                                                                            -------------      ------------
          Total shareholders' equity                                                          132,684,794       127,245,607
                                                                                            -------------      ------------
                                                                                            $ 173,327,364      $166,412,670
                                                                                            =============      ============	

The accompanying notes are an integral part of these condensed consolidated balance sheets.
3

VALUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)

                                                               FOR THE THREE MONTHS ENDED              FOR THE NINE MONTHS ENDED
                                                                      OCTOBER 31,                            OCTOBER 31,
                                                      ---------------------------------------   ------------------------------------
                                                            1997                 1996                 1997                 1996
                                                      ------------------  -------------------   ------------------  ----------------

NET SALES                                                $ 58,325,336        $ 47,118,078        $ 157,887,155        $ 94,246,499
COST OF SALES                                              32,599,365          28,457,339           89,542,591          56,469,049
                                                         ------------        ------------        -------------        ------------
   Gross profit                                            25,725,971          18,660,739           68,344,564          37,777,450
                                                         ------------        ------------        -------------        ------------
   Margin %                                                      44.1%               39.6%                43.3%               40.1%

OPERATING EXPENSES:
   Distribution and selling                                23,325,866          15,953,996           64,707,697          31,048,673
   General and administrative                               2,251,383           1,953,837            7,611,520           4,723,006
   Depreciation and amortization                            1,833,658           1,513,321            5,542,272           4,243,711
                                                         ------------        ------------        -------------        ------------
      Total operating expenses                             27,410,907          19,421,154           77,861,489          40,015,390
                                                         ------------        ------------        -------------        ------------
OPERATING LOSS                                             (1,684,936)           (760,415)          (9,516,925)         (2,237,940)
                                                         ------------        ------------        -------------        ------------

OTHER INCOME (EXPENSE):
   Gain on sale of broadcast stations                             -                   -             38,850,000          27,050,000
   Equity (loss) in earnings of affiliates                    (17,037)            763,741             (347,612)            668,617
   Interest income                                            599,310             955,198            1,475,103           3,113,255
   Other, net                                                 (34,111)             54,212                1,295              63,658
                                                         ------------        ------------        -------------        ------------
      Total other income                                      548,162           1,773,151           39,978,786          30,895,530
                                                         ------------        ------------        -------------        ------------
INCOME (LOSS) BEFORE PROVISION (BENEFIT)
   FOR INCOME TAXES                                        (1,136,774)          1,012,736           30,461,861          28,657,590

PROVISION (BENEFIT) FOR INCOME TAXES                         (471,000)            404,000           11,830,340          11,450,000
                                                         ------------        ------------        -------------        ------------
NET INCOME (LOSS)                                        $   (665,774)       $    608,736        $  18,631,521        $ 17,207,590
                                                         ============        ============        =============        ============
NET INCOME (LOSS) PER COMMON AND
   DILUTIVE COMMON EQUIVALENT SHARE                      $      (0.02)       $       0.02        $        0.58        $       0.55
                                                         ============        ============        =============        ============

Weighted average number of common and
   common equivalent shares outstanding                    32,064,428          33,627,770           32,375,370          31,206,974
                                                         ============        ============        =============        ============	

The accompanying notes are an integral part of these condensed consolidated financial statements.
4

VALUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
For the Nine Months Ended October 31, 1997
 (Unaudited)

                                                                                                                       NET
                                                                                                                    UNREALIZED
                                                                                                                     HOLDING
                                                      COMMON STOCK               COMMON                          GAINS (LOSSES)
                                              --------------------------          STOCK           ADDITIONAL      ON INVESTMENTS
                                                 NUMBER           PAR           PURCHASE           PAID-IN          AVAILABLE-
                                               OF SHARES         VALUE          WARRANTS           CAPITAL           FOR-SALE
                                              ------------   -----------      ------------      ------------    ---------------

BALANCE, JANUARY 31, 1997                      28,842,198      $ 288,422      $ 26,984,038      $ 83,309,455      $    69,437

   Exercise of stock options and warrants       1,611,080         16,111               -             241,786              -

   Common stock repurchases                    (2,417,500)       (24,175)              -         (10,434,237)             -

   Value transferred from common stock
       purchase warrants                              -              -          (8,597,111)        8,597,111              -

   Unrealized holding loss on
       investments available-for-sale                 -              -                 -                 -         (2,991,819)

   Net income                                         -              -                 -                 -                -
                                              -----------      ---------      ------------      ------------      -----------
BALANCE, OCTOBER 31, 1997                      28,035,778      $ 280,358      $ 18,386,927      $ 81,714,115      $(2,922,382)
                                              ===========      =========      ============      ============      ===========

                                                                    TOTAL
                                                 RETAINED       SHAREHOLDERS'
                                                 EARNINGS          EQUITY
                                               -----------     --------------

BALANCE, JANUARY 31, 1997                      $16,594,255     $ 127,245,607

   Exercise of stock options and warrants              -             257,897

   Common stock repurchases                            -         (10,458,412)

   Value transferred from common stock
       purchase warrants                               -                 -

   Unrealized holding loss on
       investments available-for-sale                  -          (2,991,819)

   Net income                                   18,631,521        18,631,521
                                               -----------     -------------
BALANCE, OCTOBER 31, 1997                      $35,225,776     $ 132,684,794
                                               ===========     =============	

The accompanying notes are an integral part of this condensed consolidated finacial statement.
5

VALUEVISION INTERNATIONAL, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)

                                                                                  FOR THE NINE MONTHS ENDED OCTOBER 31,
                                                                               ------------------------------------------
                                                                                  1997                          1996
                                                                               ------------                -------------
OPERATING ACTIVITIES:
    Net income                                                                 $ 18,631,521                $ 17,207,590
    Adjustments to reconcile net income to net cash
       provided by (used for) operating activities-
          Depreciation and amortization                                           5,542,272                   4,243,711
          Deferred taxes                                                             24,000                         -
          (Equity) loss in earnings of affiliates                                   347,612                    (668,617)
          Gain on sale of broadcast stations                                    (38,850,000)                (27,050,000)
          Changes in operating assets and liabilities:
             Accounts receivable, net                                            (4,622,488)                 (3,099,859)
             Inventories, net                                                       822,960                  (5,731,221)
             Prepaid expenses and other                                          (4,468,695)                 (2,015,553)
             Accounts payable and accrued liabilities                            (2,535,819)                  7,211,981
             Income taxes payable                                                 2,830,283                   2,102,992
                                                                               ------------                ------------
                Net cash used for operating activities                          (22,278,354)                 (7,798,976)
                                                                               ------------                ------------

INVESTING ACTIVITIES:
    Property and equipment additions, net of retirements                         (3,148,495)                 (7,718,975)
    Purchase of broadcast stations                                                      -                    (4,618,743)
    Proceeds from sale of broadcast stations                                     30,000,000                  40,000,000
    Acquisition of direct-mail companies, net of cash acquired                          -                     1,789,875
    Purchase of short-term investments                                          (38,534,148)                (76,667,392)
    Proceeds from sale of short-term investments                                 36,555,220                  56,137,858
    Payment for investments and other assets                                     (5,474,773)                 (1,518,767)
    Proceeds from sale of investments                                             1,369,006                         -
    Proceeds from long-term notes receivable                                      1,603,439                         -
                                                                               ------------                ------------
                Net cash provided by investing activities                        22,370,249                   7,403,856
                                                                               ------------                ------------

FINANCING ACTIVITIES:
    Proceeds from exercise of stock options and warrants                            257,897                   1,150,395
    Payments for repurchases of common stock                                    (10,458,412)                 (1,576,595)
    Payment of long-term obligations                                               (320,957)                   (141,685)
                                                                               ------------                ------------
                Net cash used for financing activities                          (10,521,472)                   (567,885)
                                                                               ------------                ------------
                Net decrease in cash and cash equivalents                       (10,429,577)                   (963,005)

BEGINNING CASH AND CASH EQUIVALENTS                                              28,618,943                  20,063,901
                                                                               ------------                ------------

ENDING CASH AND CASH EQUIVALENTS                                               $ 18,189,366                $ 19,100,896
                                                                               ============                ============

SUPPLEMENTAL CASH FLOW INFORMATION:
       Interest paid                                                           $     68,000                $     58,000
                                                                               ============                ============
       Income taxes paid                                                       $  8,993,000                $  9,598,000
                                                                               ============                ============

SUPPLEMENTAL NON-CASH INVESTING
   AND FINANCING ACTIVITIES:

       The Company received 1,197,892 shares of Paxson
          Communications Corporation common stock as partial
          consideration from the sale of a broadcast television station        $ 14,284,862                $         -
                                                                               ============                ============

       The Company issued 1,484,993 warrants with a fair market
          value of $8,353,000 in connection with the acquisition
          of substantially all assets of Montgomery Ward Direct, L.P.          $        -                  $  8,353,000
                                                                               ============                ============

       The Company issued 199,097 warrants with a fair market
          value of $963,000 as part of a long-term investment contribution     $        -                  $    963,000
                                                                               ============                ============	

The accompanying notes are an integral part of these condensed consolidated financial statements.
6

VALUEVISION INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 OCTOBER 31, 1997
(Unaudited)
(1) GENERAL
ValueVision International, Inc. and its subsidiaries ("ValueVision" or the "Company") is an integrated direct marketing company which markets its products directly to consumers through electronic and print media.
The Company's principal electronic media activity is its television home shopping network which uses recognized on-air television home shopping personalities to market brand name merchandise and proprietary and private label consumer products at competitive or discount prices. The Company's 24-hour per day television home shopping programming is distributed primarily through long-term cable affiliation agreements and the purchase of month-to-month full- and part-time block lease agreements of cable and broadcast television time. In addition, the Company distributes its programming through Company owned or affiliated full power Ultra-High Frequency ("UHF") broadcast television stations, low power television ("LPTV") stations and to satellite dish owners.
The Company, through its wholly-owned subsidiary, ValueVision Direct Marketing Company, Inc., d/b/a Montgomery Ward Direct ("VVDM"), is a direct-mail marketer of a broad range of quality general merchandise which is sold to consumers through direct-mail catalogs and other direct marketing solicitations. Products offered include domestics, housewares, home accessories and electronics. Through its wholly-owned subsidiary, Catalog Ventures, Inc. ("CVI"), the Company sells a variety of fashion jewelry, health and beauty aids, books, audio and video cassettes and other related consumer merchandise through the publication of five consumer specialty catalogs. The Company also manufactures and markets, via direct-mail, women's foundation undergarments through its wholly-owned subsidiary Beautiful Images, Inc. ("BII").
Results of operations for the three and nine months ended October 31, 1997 include the direct- mail operations of VVDM, BII, and CVI, which were acquired by the Company effective July 27, 1996, October 22, 1996 and November 1, 1996, respectively.
(2) BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The information furnished in the interim condensed consolidated financial statements includes normal recurring adjustments and reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed consolidated financial statements be read in conjunction with the Company's most recent audited financial statements and notes thereto included in its fiscal 1997 Annual Report on Form 10-K. Operating results for the nine-month period
7

VALUEVISION INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 OCTOBER 31, 1997
(Unaudited)
ended October 31, 1997, are not necessarily indicative of the results that may be expected for the fiscal year ending January 31, 1998.
Certain amounts in the fiscal 1997 financial statements have been reclassified to conform to the fiscal 1998 presentation with no impact on previously reported net income (loss) or shareholders' equity.
(3) NET INCOME (LOSS) PER SHARE
The Company computes net income (loss) per share based on the weighted average number of shares of common stock and dilutive common stock equivalents outstanding, if any, during the period. The difference between primary and fully diluted net income (loss) per share and weighted average number of shares outstanding was not material or was antidilutive, and therefore not presented separately.
(4) SALE OF BROADCAST STATIONS
On July 31, 1997, the Company completed the sale of its television broadcast station, WVVI (TV) Channel 66, which serves the Washington, D.C. market, to Paxson Communications Corporation ("Paxson"). The station was sold for approximately $30 million in cash and 1,197,892 shares of Paxson Communications Corporation common stock valued at $11.92 per share as determined pursuant to an independent financial appraisal. WVVI (TV) was acquired by the Company in March 1994 for approximately $4,850,000. The pre-tax gain recorded on the sale of this television station was $38,850,000 and was recognized in the second quarter ended July 31, 1997.
On November 17, 1997, the Company signed a definitive agreement to sell to Paxson Communications Corporation its television broadcast station, KBGE-TV, Channel 33, which serves the Seattle, Washington market along with two of ValueVision's non-cable, low-power stations in Portland, Oregon and Indianapolis, Indiana and minority interests in entities which have applied for two new full-power stations for a total of $35 million in cash. Under the terms of the agreement, Paxson will pay the Company $25 million upon closing and the remaining $10 million is to be paid when KBGE, which is currently operating at reduced power from downtown Seattle, is able to relocate and increase its transmitter/antenna power to a level at or near its licensed full power. The transaction is anticipated to close in the Spring of 1998 and is subject to obtaining certain consents and regulatory approval. ValueVision will retain and continue to serve the Seattle market via its recently-launched low-power station K58DP-TV, which transmits from downtown Seattle. The effects of the disposition will be reflected in the financial statements at the date of closing. Management believes that the sale will not have a significant impact on the operations of the Company.
The Company has filed applications for seven additional full-power stations, all of which include multiple applicants, and expects to participate in FCC-permitted private auctions to determine the grantee.
8

VALUEVISION INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 OCTOBER 31, 1997
(Unaudited)
(5) MONTGOMERY WARD RESTRUCTURING
On October 23, 1997, the Company announced the restructuring of its operating agreement with Montgomery Ward & Co., Incorporated ("Montgomery Ward" or "MW"), which governs 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, the Company 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 of Delaware, the Company will cease the use of the Montgomery Ward name in all outgoing catalog, syndication, and mail order communication by March 31, 1998, with a wind down of incoming orders and customer service permitted after March 31, 1998. The agreement also 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 commencing effective November 1, 1997. In addition, the agreement limits the Company 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. Upon the closing of the transaction in its fiscal 1998 fourth quarter, the Company plans to account for the transaction as an exchange or disposition of assets at fair value, in accordance with the provisions of Accounting Principles Board Opinion No. 29. The return of the warrants represents consideration given by MW for the assets relinquished by the Company. The warrant return will be reflected as a reduction in shareholders' equity for the fair value of the warrants, and the intangible asset amounts reflecting the assets sold back to MW will be reduced accordingly to their remaining estimated fair values as determined through analysis of future cash flows and benefits to be received. To the extent that any difference exists between the consideration given by the Company (the assets sold back to MW) and the consideration received (the warrants returned to the Company), such difference will be reflected in the Company's statement of operations in the fourth quarter of fiscal 1998. The Company does not currently anticipate that any such difference will be material. The agreement also calls for the repurchase by the Company of 1,280,000 shares of its common stock currently owned by Montgomery Ward, at a price of $3.80 per share. Management does not anticipate that this restructuring will have any other material impact on the Company's financial condition, results of operations or liquidity.
(6) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS No. 128") in February 1997. SFAS No. 128 establishes accounting standards for computing and presenting earnings per share ("EPS") and is effective for reporting periods ending after December 15, 1997. Management believes that the adoption of SFAS No. 128 will not have a material impact on the Company's calculation of EPS.
The FASB issued Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information" ("SFAS No. 131") in June 1997. SFAS No. 131 requires that public business enterprises report information about operating segments in annual financial statements and requires selected information in interim financial reports issued to shareholders. It also establishes standards for related disclosures about products and services, geographic areas, and major customers and is effective for fiscal years beginning after December 15, 1997.
9

SIGNATURES
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. AND SUBSIDIARIES

                                      /s/ Stuart R. Romenesko
                                     -------------------------------------------
                                     Stuart R. Romenesko
                                     Senior Vice President Finance and
                                     Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

February 20, 1998	

19