<PAGE>


    As filed with the Securities and Exchange Commission on December 21, 2006

                                                     Registration No. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                             ----------------------

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                             ----------------------

                             VALUEVISION MEDIA, INC.
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                                      <C>

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

           6740 SHADY OAK ROAD
         EDEN PRAIRIE, MINNESOTA                                        55344-3433
 (Address of principal executive offices)                               (Zip Code)

 VALUEVISION MEDIA, INC. 2004 OMNIBUS STOCK PLAN (AS AMENDED AND RESTATED JUNE 21, 2006)
 OPTION AGREEMENT BETWEEN THE REGISTRANT AND JIM GILBERTSON DATED AS OF NOVEMBER 30, 2005
                            (Full title of the plan)

                               WILLIAM J. LANSING
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               6740 SHADY OAK ROAD
                       EDEN PRAIRIE, MINNESOTA 55344-3433
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (952) 943-6000

                             ----------------------

                                   Copies to:

        PETER J. EKBERG, ESQ.                                      NATHAN E. FAGRE, ESQ.
         Faegre & Benson LLP                        Senior Vice President, General Counsel and Secretary
       2200 Wells Fargo Center                                    ValueVision Media, Inc.
       90 South Seventh Street                                      6740 Shady Oak Road
  Minneapolis, Minnesota 55402-3901                          Eden Prairie, Minnesota 55344-3433
          (612) 766-7000                                              (952) 943-6117
</TABLE>


                                REGISTRATION FEE

<Table>
<Caption>
============================================================= ============= =========== ============== =============
                                                                             Proposed     Proposed
                                                                 Amount      Maximum       Maximum
                                                                 To Be       Offering     Aggregate     Amount of
            Title of Each Class of Securities to               Registered   Price Per     Offering     Registration
                       Be registered                              (1)         Share         Price          Fee
------------------------------------------------------------- ------------- ----------- -------------- -------------
<S>                                                           <C>           <C>         <C>            <C>
   VALUEVISION MEDIA, INC. 2004 OMNIBUS STOCK PLAN
------------------------------------------------------------- ------------- ----------- -------------- -------------
      Additional Shares Reserved for Future Grants              2,000,000     $12.42(2)  $24,840,000       $2,658
------------------------------------------------------------- ------------- ----------- -------------- -------------
Common stock, $.01 par value                                     50,000       $10.93(3)     $546,500          $59
============================================================= ============= =========== ============== =============
</Table>

(1)      This registration statement will also cover any additional shares of
         common stock that become issuable under the ValueVision Media, Inc.
         2004 Omnibus Stock Plan (as amended and restated June 21, 2006) by
         reason of any stock dividend, stock split, recapitalization or other
         similar transaction effected without the registrant's receipt of
         consideration that results in an increase in the number of the
         outstanding shares of the registrant's common stock.

(2)      Estimated solely for the purpose of determining the registration fee.
         Computed in accordance with Rule 457(h) and 457(c) of the Securities
         Act of 1933. This computation is based on the average of the high and
         low prices as reported on the Nasdaq Global Market on December 19,
         2006.

(3)      Option exercise price

================================================================================


<PAGE>



                             VALUEVISION MEDIA, INC.

                                EXPLANATORY NOTE

         This registration statement on Form S-8 is being filed for the purpose
of registering 50,000 shares of the registrant's common stock to be issued
pursuant to that certain option agreement between the registrant and Jim
Gilbertson dated as of November 30, 2005, as well as an additional 2,000,000
shares of the registrant's common stock issued or to be issued pursuant to the
ValueVision Media, Inc. 2004 Omnibus Stock Plan (as amended and restated June
21, 2006), known as the plan.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents of the registrant filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are, as of their respective dates,
incorporated herein by reference and made a part hereof:

                           (1) The Annual Report on Form 10-K of the registrant
                  for the fiscal year ended February 4, 2006 (which incorporates
                  by reference certain portions of the registrant's 2006 Annual
                  Report to Shareholders, including financial statements and
                  accompanying information, and certain portions of the
                  registrant's definitive proxy statement for its 2006 Annual
                  Meeting of Shareholders) filed pursuant to Section 15(d) of
                  the Exchange Act;

                           (2) All other reports filed pursuant to Section 13(a)
                  or 15(d) of the Exchange Act since the end of the fiscal year
                  covered by the Annual Report referred to in (1) above; and

                           (3) The description of the registrant's Common Stock
                  that is contained in the Registration Statement on Form 8-A
                  (Registration No. 0-14709) dated May 22, 1992 under the
                  Exchange Act and all amendments and reports filed for the
                  purpose of updating such description.

         All reports and other documents filed by the registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment that indicates that all of the shares of common stock offered have
been sold or that deregisters all shares of the common stock then remaining
unsold shall be deemed to be incorporated by reference in and a part of this
Registration Statement from the date of filing of such documents.

         Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The registrant is subject to Minnesota Statutes Chapter 302A, the
Minnesota Business Corporation Act (the "Corporation Act"). Section 302A.521 of
the Corporation Act provides in substance that, unless prohibited by its
articles of incorporation or bylaws, a corporation must indemnify an officer or
director who is made or threatened to be made a party to a proceeding by reason
of his official capacity against judgments, penalties, fines, including, without
limitation, excise taxes assessed against the person with respect to an employee
benefit plan, settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if
certain criteria are met. These criteria, all of which must be met by the person
complained of in the proceeding, are:



                                      II-1

<PAGE>


(a) that such person has not been indemnified by another organization for the
same judgments, penalties, fines, settlements and expenses; (b) that such person
must have acted in good faith; (c) that no improper personal benefit was
obtained by such person and such person satisfied certain statutory conflicts of
interest provisions, if applicable; (d) that in the case of a criminal
proceeding, such person had no reasonable cause to believe that the conduct was
unlawful; and (e) that such person must have acted in a manner he reasonably
believed was in the best interests of the corporation or, in certain limited
circumstances, not opposed to the best interests of the corporation. The
determination as to eligibility for indemnification is made by the members of
the corporation's board of directors or a committee of the board who are at the
time not parties to the proceedings under consideration, by special legal
counsel, by the shareholders who are not parties to the proceedings or by a
court.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act of 1933, and is therefore
unenforceable.

         The registrant also maintains a director and officer insurance policy
to cover the registrant, its directors and its officers against certain
liabilities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         Exhibit

         3.1      Sixth Amended and Restated Articles of Incorporation of the
                  Registrant, as amended (incorporated herein by reference to
                  the Registrant's Quarterly Report on Form 10-QSB, for the
                  quarter ended August 31, 1994, filed on September 13, 1994
                  (File No. 000-20243))

         3.2      Certificate of Designation of Series A Redeemable Convertible
                  Preferred Stock (incorporated herein by reference to the
                  Registrant's Current Report on Form 8-K dated April 15, 1999,
                  filed on April 29, 1999 (File No. 000-20243))

         3.3      Articles of Merger (incorporated herein by reference to the
                  Registrant's Current Report on Form 8-K dated May 16, 2002,
                  filed on May 17, 2002 (File No. 000-20243))

         3.4      Amended and Restated Bylaws of the Registrant (incorporated
                  herein by reference to the Registrant's Quarterly Report on
                  Form 10-QSB, for the quarter ended August 31, 1994, filed on
                  September 13, 1994 (File No. 000-20243))

         5        Opinion of Faegre & Benson LLP, counsel for the Registrant

         10.1     ValueVision Media, Inc. 2004 Omnibus Stock Plan (as Amended
                  and Restated June 21, 2006) (incorporated herein by reference
                  to the Registrant's Proxy Statement prepared in connection
                  with its annual meeting of shareholders held on June 21, 2006,
                  filed on May 23, 2006 (File No.
                  000-20243))+

         10.2     Form of Stock Option Agreement (Employees) under ValueVision
                  Media, Inc. 2004 Omnibus Stock Plan (incorporated herein by
                  reference to the Registrant's Current Report on Form 8-K dated
                  January 14, 2005, filed on January 14, 2005 (File No.
                  000-20243))+

         10.3     Form of Stock Option Agreement (Executive Officers) under
                  ValueVision Media, Inc. 2004 Omnibus Stock Plan (incorporated
                  herein by reference to the Registrant's Current Report on Form
                  8-K dated January 14, 2005, filed on January 14, 2005 (File
                  No. 000-20243))+

         10.4     Form of Stock Option Agreement (Executive Officers) under
                  ValueVision Media, Inc. 2004 Omnibus Stock Plan (incorporated
                  herein by reference to the Registrant's Current Report on Form
                  8-K dated January 14, 2005, filed on January 14, 2005 (File
                  No. 000-20243))+

         10.5     Form of Stock Option Agreement (Directors - Annual Grant)
                  under ValueVision Media, Inc. 2004 Omnibus Stock Plan
                  (incorporated herein by reference to the Registrant's Current
                  Report on Form 8-K dated January 14, 2005, filed on January
                  14, 2005 (File No. 000-20243))+



                                      II-2

<PAGE>

         10.6     Form of Stock Option Agreement (Directors - Other Grants)
                  under ValueVision Media, Inc. 2004 Omnibus Stock Plan
                  (incorporated herein by reference to the Registrant's Current
                  Report on Form 8-K dated January 14, 2005, filed on January
                  14, 2005 (File No. 000-20243))+

         10.7     Option Agreement between the Registrant and Jim Gilbertson
                  dated as of November 30, 2005+

         23.1     Consent of Faegre & Benson LLP (included in Exhibit 5 to this
                  Registration Statement).

         23.2     Consent of Deloitte & Touche LLP, Independent Registered
                  Public Accounting Firm.

         24       Powers of Attorney (included with signatures to this
                  Registration Statement).
-------------------
+        Management compensatory plan/arrangement

ITEM 9.       UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                           (i)      To include any prospectus required by
                  Section 10(a)(3) of Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective registration statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the Registration Statement or any material change to such
                  information in the Registration Statement.

                  Provided, however, That paragraphs (1)(i) and (1)(ii) above do
                  not apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  reports filed with or furnished to the Commission by the
                  Registrant pursuant to Section 13 or Section 15(d) of the
                  Exchange Act that are incorporated by reference in the
                  Registration Statement.

                  (2) That, for the purpose of determining liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the


                                      II-3

<PAGE>

Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.



                                      II-4

<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Eden Prairie, State of Minnesota on the 21st day of
December, 2006.

                                           VALUEVISION MEDIA, INC.


                                           By  /s/ Frank P. Elsenbast
                                               ---------------------------------
                                               Frank P. Elsenbast
                                               Senior Vice President Finance and
                                               Chief Financial Officer

                               POWERS OF ATTORNEY

         We, the undersigned officers and directors of ValueVision Media, Inc.,
hereby severally constitute William J. Lansing, Frank P. Elsenbast and Nathan E.
Fagre, and each of them singly, as true and lawful attorneys with full power to
them, and each of them singly, to sign for us and in our names, in the
capacities indicated below the registration statement filed herewith and any
amendments to said registration statement, and generally to do all such things
in our name and behalf in our capacities as officers and directors to enable
ValueVision Media, Inc. to comply with the provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any of them, to said registration statement and any
and all amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on December 21, 2006 by the
following persons in the capacities indicated:

<Table>
<Caption>
                                NAME                                                       TITLE
-----------------------------------------------------------------      --------------------------------------------
<S>                                                                    <C>

/s/ William J. Lansing                                                 Chief Executive Officer, President and
-----------------------------------------------------------------      Director (Principal Executive Officer)
                        William J. Lansing

                                                                       Senior Vice President Finance
/s/ Frank P. Elsenbast                                                 and Chief Financial Officer
-----------------------------------------------------------------      (Principal Financial and Accounting Officer)
                           Frank Elsenbast

/s/ Marshall S. Geller                                                 Chairman of the Board
-----------------------------------------------------------------
                         Marshall S. Geller

/s/ James J. Barnett                                                   Director
-----------------------------------------------------------------
                          James J. Barnett

/s/ John D. Buck                                                       Director
-----------------------------------------------------------------
                            John D. Buck


-----------------------------------------------------------------      Director
                             Ron Herman

/s/ Douglas V. Holloway                                                Director
-----------------------------------------------------------------
                         Douglas V. Holloway

/s/ Robert J. Korkowski                                                Director
-----------------------------------------------------------------
                         Robert J. Korkowski

/s/ Jay Ireland                                                        Director
-----------------------------------------------------------------
                             Jay Ireland

/s/ George A. Vandeman                                                 Director
-----------------------------------------------------------------
                         George A. Vandeman
</Table>


                                      II-5


<PAGE>


                                INDEX TO EXHIBITS

<Table>
<Caption>
Exhibit
-------

<S>      <C>                                                        <C>
3.1      Sixth Amended and Restated Articles of                     Incorporated herein by reference to
         Incorporation of the Registrant, as amended                the Registrant's Quarterly Report on
                                                                    Form 10-QSB, for the quarter ended
                                                                    August 31, 1994, filed on September
                                                                    13, 1994 (File No. 000-20243)

3.2      Certificate of Designation of Series A Redeemable          Incorporated herein by reference to
         Convertible Preferred Stock                                the Registrant's Current Report on
                                                                    Form 8-K dated April 15, 1999, filed
                                                                    on April 29, 1999 (File No. 000-20243)


3.3      Articles of Merger                                         Incorporated herein by reference to
                                                                    the Registrant's Current Report on
                                                                    Form 8-K dated May 16, 2002, filed on
                                                                    May 17, 2002 (File No. 000-20243)

3.4      Amended and Restated Bylaws of the Registrant              Incorporated herein by reference to the
                                                                    Registrant's Quarterly Report on Form 10-QSB,
                                                                    for the quarter ended August 31, 1994,
                                                                    filed on September 13, 1994 (File No. 000-20243)

5        Opinion of Faegre & Benson LLP, counsel for the
         Registrant                                                 Filed Electronically


10.1     ValueVision Media, Inc. 2004 Omnibus Stock Plan            Incorporated herein by reference to the
         (as Amended and Restated June 21, 2006)                    Registrant's Proxy Statement prepared in
                                                                    connection with its annual meeting of
                                                                    shareholders held on June 21, 2006, filed
                                                                    on May 23, 2006 (File No. 000-20243)

10.2     Form of Stock Option Agreement (Employees) under           Incorporated herein by reference to the
         ValueVision Media, Inc. 2004 Omnibus Stock Plan            Registrant's Current Report on Form 8-K dated
                                                                    January 14, 2005, filed on January 14, 2005
                                                                    (File No. 000-20243)

10.3     Form of Stock Option Agreement (Executive                  Incorporated herein by reference to
         Officers) under ValueVision Media, Inc. 2004               the Registrant's Current Report on
         Omnibus Stock Plan                                         Form 8-K dated January 14, 2005, filed
                                                                    on January 14, 2005 (File No. 000-20243)

10.4     Form of Stock Option Agreement (Executive                  Incorporated herein by reference to
         Officers) under ValueVision Media, Inc. 2004               the Registrant's Current Report on
         Omnibus Stock Plan                                         Form 8-K dated January 14, 2005, filed
                                                                    on January 14, 2005 (File No. 000-20243)

10.5     Form of Stock Option Agreement (Directors -                Incorporated herein by reference to
         Annual Grant) under ValueVision Media, Inc. 2004           the Registrant's Current Report on
         Omnibus Stock Plan                                         Form 8-K dated January 14, 2005, filed
                                                                    on January 14, 2005 (File No. 000-20243)
</TABLE>




                                      II-6

<PAGE>

<TABLE>
<S>      <C>                                                        <C>
10.6     Form of Stock Option Agreement (Directors - Other          Incorporated herein by reference to
         Grants) under ValueVision Media, Inc. 2004                 the Registrant's Current Report on
         Omnibus Stock Plan                                         Form 8-K dated January 14, 2005, filed
                                                                    on January 14, 2005 (File No. 000-20243)

10.7     Option Agreement between the Registrant and Jim
         Gilbertson dated as of November 30, 2005                   Filed Electronically


23.1     Consent of Faegre & Benson LLP                             Included in Exhibit 5 to this Registration Statement

23.2     Consent of Deloitte & Touche LLP, Independent
         Registered Public Accounting Firm                          Filed Electronically

24       Powers of Attorney                                         Included with signatures to this Registration Statement
</Table>


                                      II-7
[{"type": "S-8", "sequence": "1", "filename": "c11039sv8.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 30036}]
{"company-data": {"conformed-name": "VALUEVISION MEDIA INC", "cik": "0000870826", "assigned-sic": "5961", "irs-number": "411673770", "state-of-incorporation": "MN", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-139597", "film-number": "061294860"}, "business-address": {"street1": "6740 SHADY OAK RD", "city": "MINNEAPOLIS", "state": "MN", "zip": "55344-3433", "phone": "6129475200"}, "mail-address": {"street1": "6740 SHADY OAK RAOD", "city": "EDEN PRAIRIE", "state": "MN", "zip": "55344-3433"}, "former-company": {"former-conformed-name": "VALUEVISION INTERNATIONAL INC", "date-changed": "19930328"}}
As filed with the Securities and Exchange Commission on December 21, 2006

                                                     Registration No. 333-
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                             ----------------------

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                             ----------------------

                             VALUEVISION MEDIA, 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
         EDEN PRAIRIE, MINNESOTA                                        55344-3433
 (Address of principal executive offices)                               (Zip Code)

 VALUEVISION MEDIA, INC. 2004 OMNIBUS STOCK PLAN (AS AMENDED AND RESTATED JUNE 21, 2006)
 OPTION AGREEMENT BETWEEN THE REGISTRANT AND JIM GILBERTSON DATED AS OF NOVEMBER 30, 2005
                            (Full title of the plan)

                               WILLIAM J. LANSING
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               6740 SHADY OAK ROAD
                       EDEN PRAIRIE, MINNESOTA 55344-3433
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (952) 943-6000

                             ----------------------

                                   Copies to:

        PETER J. EKBERG, ESQ.                                      NATHAN E. FAGRE, ESQ.
         Faegre & Benson LLP                        Senior Vice President, General Counsel and Secretary
       2200 Wells Fargo Center                                    ValueVision Media, Inc.
       90 South Seventh Street                                      6740 Shady Oak Road
  Minneapolis, Minnesota 55402-3901                          Eden Prairie, Minnesota 55344-3433
          (612) 766-7000                                              (952) 943-6117
REGISTRATION FEE
============================================================= ============= =========== ============== =============
                                                                             Proposed     Proposed
                                                                 Amount      Maximum       Maximum
                                                                 To Be       Offering     Aggregate     Amount of
            Title of Each Class of Securities to               Registered   Price Per     Offering     Registration
                       Be registered                              (1)         Share         Price          Fee
------------------------------------------------------------- ------------- ----------- -------------- -------------
VALUEVISION MEDIA, INC. 2004 OMNIBUS STOCK PLAN
------------------------------------------------------------- ------------- ----------- -------------- -------------
      Additional Shares Reserved for Future Grants              2,000,000     $12.42(2)  $24,840,000       $2,658
------------------------------------------------------------- ------------- ----------- -------------- -------------
Common stock, $.01 par value                                     50,000       $10.93(3)     $546,500          $59
============================================================= ============= =========== ============== =============
(1)      This registration statement will also cover any additional shares of
         common stock that become issuable under the ValueVision Media, Inc.
         2004 Omnibus Stock Plan (as amended and restated June 21, 2006) by
         reason of any stock dividend, stock split, recapitalization or other
         similar transaction effected without the registrant's receipt of
         consideration that results in an increase in the number of the
         outstanding shares of the registrant's common stock.

(2)      Estimated solely for the purpose of determining the registration fee.
         Computed in accordance with Rule 457(h) and 457(c) of the Securities
         Act of 1933. This computation is based on the average of the high and
         low prices as reported on the Nasdaq Global Market on December 19,
         2006.

(3)      Option exercise price

================================================================================
VALUEVISION MEDIA, INC.

                                EXPLANATORY NOTE

         This registration statement on Form S-8 is being filed for the purpose
of registering 50,000 shares of the registrant's common stock to be issued
pursuant to that certain option agreement between the registrant and Jim
Gilbertson dated as of November 30, 2005, as well as an additional 2,000,000
shares of the registrant's common stock issued or to be issued pursuant to the
ValueVision Media, Inc. 2004 Omnibus Stock Plan (as amended and restated June
21, 2006), known as the plan.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents of the registrant filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are, as of their respective dates,
incorporated herein by reference and made a part hereof:

                           (1) The Annual Report on Form 10-K of the registrant
                  for the fiscal year ended February 4, 2006 (which incorporates
                  by reference certain portions of the registrant's 2006 Annual
                  Report to Shareholders, including financial statements and
                  accompanying information, and certain portions of the
                  registrant's definitive proxy statement for its 2006 Annual
                  Meeting of Shareholders) filed pursuant to Section 15(d) of
                  the Exchange Act;

                           (2) All other reports filed pursuant to Section 13(a)
                  or 15(d) of the Exchange Act since the end of the fiscal year
                  covered by the Annual Report referred to in (1) above; and

                           (3) The description of the registrant's Common Stock
                  that is contained in the Registration Statement on Form 8-A
                  (Registration No. 0-14709) dated May 22, 1992 under the
                  Exchange Act and all amendments and reports filed for the
                  purpose of updating such description.

         All reports and other documents filed by the registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment that indicates that all of the shares of common stock offered have
been sold or that deregisters all shares of the common stock then remaining
unsold shall be deemed to be incorporated by reference in and a part of this
Registration Statement from the date of filing of such documents.

         Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The registrant is subject to Minnesota Statutes Chapter 302A, the
Minnesota Business Corporation Act (the "Corporation Act"). Section 302A.521 of
the Corporation Act provides in substance that, unless prohibited by its
articles of incorporation or bylaws, a corporation must indemnify an officer or
director who is made or threatened to be made a party to a proceeding by reason
of his official capacity against judgments, penalties, fines, including, without
limitation, excise taxes assessed against the person with respect to an employee
benefit plan, settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if
certain criteria are met. These criteria, all of which must be met by the person
complained of in the proceeding, are:

                                      II-1
(a) that such person has not been indemnified by another organization for the
same judgments, penalties, fines, settlements and expenses; (b) that such person
must have acted in good faith; (c) that no improper personal benefit was
obtained by such person and such person satisfied certain statutory conflicts of
interest provisions, if applicable; (d) that in the case of a criminal
proceeding, such person had no reasonable cause to believe that the conduct was
unlawful; and (e) that such person must have acted in a manner he reasonably
believed was in the best interests of the corporation or, in certain limited
circumstances, not opposed to the best interests of the corporation. The
determination as to eligibility for indemnification is made by the members of
the corporation's board of directors or a committee of the board who are at the
time not parties to the proceedings under consideration, by special legal
counsel, by the shareholders who are not parties to the proceedings or by a
court.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act of 1933, and is therefore
unenforceable.

         The registrant also maintains a director and officer insurance policy
to cover the registrant, its directors and its officers against certain
liabilities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         Exhibit

         3.1      Sixth Amended and Restated Articles of Incorporation of the
                  Registrant, as amended (incorporated herein by reference to
                  the Registrant's Quarterly Report on Form 10-QSB, for the
                  quarter ended August 31, 1994, filed on September 13, 1994
                  (File No. 000-20243))

         3.2      Certificate of Designation of Series A Redeemable Convertible
                  Preferred Stock (incorporated herein by reference to the
                  Registrant's Current Report on Form 8-K dated April 15, 1999,
                  filed on April 29, 1999 (File No. 000-20243))

         3.3      Articles of Merger (incorporated herein by reference to the
                  Registrant's Current Report on Form 8-K dated May 16, 2002,
                  filed on May 17, 2002 (File No. 000-20243))

         3.4      Amended and Restated Bylaws of the Registrant (incorporated
                  herein by reference to the Registrant's Quarterly Report on
                  Form 10-QSB, for the quarter ended August 31, 1994, filed on
                  September 13, 1994 (File No. 000-20243))

         5        Opinion of Faegre & Benson LLP, counsel for the Registrant

         10.1     ValueVision Media, Inc. 2004 Omnibus Stock Plan (as Amended
                  and Restated June 21, 2006) (incorporated herein by reference
                  to the Registrant's Proxy Statement prepared in connection
                  with its annual meeting of shareholders held on June 21, 2006,
                  filed on May 23, 2006 (File No.
                  000-20243))+

         10.2     Form of Stock Option Agreement (Employees) under ValueVision
                  Media, Inc. 2004 Omnibus Stock Plan (incorporated herein by
                  reference to the Registrant's Current Report on Form 8-K dated
                  January 14, 2005, filed on January 14, 2005 (File No.
                  000-20243))+

         10.3     Form of Stock Option Agreement (Executive Officers) under
                  ValueVision Media, Inc. 2004 Omnibus Stock Plan (incorporated
                  herein by reference to the Registrant's Current Report on Form
                  8-K dated January 14, 2005, filed on January 14, 2005 (File
                  No. 000-20243))+

         10.4     Form of Stock Option Agreement (Executive Officers) under
                  ValueVision Media, Inc. 2004 Omnibus Stock Plan (incorporated
                  herein by reference to the Registrant's Current Report on Form
                  8-K dated January 14, 2005, filed on January 14, 2005 (File
                  No. 000-20243))+

         10.5     Form of Stock Option Agreement (Directors - Annual Grant)
                  under ValueVision Media, Inc. 2004 Omnibus Stock Plan
                  (incorporated herein by reference to the Registrant's Current
                  Report on Form 8-K dated January 14, 2005, filed on January
                  14, 2005 (File No. 000-20243))+

                                      II-2
10.6     Form of Stock Option Agreement (Directors - Other Grants)
                  under ValueVision Media, Inc. 2004 Omnibus Stock Plan
                  (incorporated herein by reference to the Registrant's Current
                  Report on Form 8-K dated January 14, 2005, filed on January
                  14, 2005 (File No. 000-20243))+

         10.7     Option Agreement between the Registrant and Jim Gilbertson
                  dated as of November 30, 2005+

         23.1     Consent of Faegre & Benson LLP (included in Exhibit 5 to this
                  Registration Statement).

         23.2     Consent of Deloitte & Touche LLP, Independent Registered
                  Public Accounting Firm.

         24       Powers of Attorney (included with signatures to this
                  Registration Statement).
-------------------
+        Management compensatory plan/arrangement

ITEM 9.       UNDERTAKINGS

         The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
         being made, a post-effective amendment to this Registration Statement:

                           (i)      To include any prospectus required by
                  Section 10(a)(3) of Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective registration statement;

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the Registration Statement or any material change to such
                  information in the Registration Statement.

                  Provided, however, That paragraphs (1)(i) and (1)(ii) above do
                  not apply if the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  reports filed with or furnished to the Commission by the
                  Registrant pursuant to Section 13 or Section 15(d) of the
                  Exchange Act that are incorporated by reference in the
                  Registration Statement.

                  (2) That, for the purpose of determining liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the

                                      II-3
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Eden Prairie, State of Minnesota on the 21st day of
December, 2006.

                                           VALUEVISION MEDIA, INC.

                                           By  /s/ Frank P. Elsenbast
                                               ---------------------------------
                                               Frank P. Elsenbast
                                               Senior Vice President Finance and
                                               Chief Financial Officer

                               POWERS OF ATTORNEY

         We, the undersigned officers and directors of ValueVision Media, Inc.,
hereby severally constitute William J. Lansing, Frank P. Elsenbast and Nathan E.
Fagre, and each of them singly, as true and lawful attorneys with full power to
them, and each of them singly, to sign for us and in our names, in the
capacities indicated below the registration statement filed herewith and any
amendments to said registration statement, and generally to do all such things
in our name and behalf in our capacities as officers and directors to enable
ValueVision Media, Inc. to comply with the provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by our said attorneys, or any of them, to said registration statement and any
and all amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on December 21, 2006 by the
following persons in the capacities indicated:
NAME                                                       TITLE
-----------------------------------------------------------------      --------------------------------------------
/s/ William J. Lansing                                                 Chief Executive Officer, President and
-----------------------------------------------------------------      Director (Principal Executive Officer)
                        William J. Lansing

                                                                       Senior Vice President Finance
/s/ Frank P. Elsenbast                                                 and Chief Financial Officer
-----------------------------------------------------------------      (Principal Financial and Accounting Officer)
                           Frank Elsenbast

/s/ Marshall S. Geller                                                 Chairman of the Board
-----------------------------------------------------------------
                         Marshall S. Geller

/s/ James J. Barnett                                                   Director
-----------------------------------------------------------------
                          James J. Barnett

/s/ John D. Buck                                                       Director
-----------------------------------------------------------------
                            John D. Buck

-----------------------------------------------------------------      Director
                             Ron Herman

/s/ Douglas V. Holloway                                                Director
-----------------------------------------------------------------
                         Douglas V. Holloway

/s/ Robert J. Korkowski                                                Director
-----------------------------------------------------------------
                         Robert J. Korkowski

/s/ Jay Ireland                                                        Director
-----------------------------------------------------------------
                             Jay Ireland

/s/ George A. Vandeman                                                 Director
-----------------------------------------------------------------
                         George A. Vandeman
II-5
INDEX TO EXHIBITS
Exhibit
-------
3.1      Sixth Amended and Restated Articles of                     Incorporated herein by reference to
         Incorporation of the Registrant, as amended                the Registrant's Quarterly Report on
                                                                    Form 10-QSB, for the quarter ended
                                                                    August 31, 1994, filed on September
                                                                    13, 1994 (File No. 000-20243)

3.2      Certificate of Designation of Series A Redeemable          Incorporated herein by reference to
         Convertible Preferred Stock                                the Registrant's Current Report on
                                                                    Form 8-K dated April 15, 1999, filed
                                                                    on April 29, 1999 (File No. 000-20243)

3.3      Articles of Merger                                         Incorporated herein by reference to
                                                                    the Registrant's Current Report on
                                                                    Form 8-K dated May 16, 2002, filed on
                                                                    May 17, 2002 (File No. 000-20243)

3.4      Amended and Restated Bylaws of the Registrant              Incorporated herein by reference to the
                                                                    Registrant's Quarterly Report on Form 10-QSB,
                                                                    for the quarter ended August 31, 1994,
                                                                    filed on September 13, 1994 (File No. 000-20243)

5        Opinion of Faegre & Benson LLP, counsel for the
         Registrant                                                 Filed Electronically

10.1     ValueVision Media, Inc. 2004 Omnibus Stock Plan            Incorporated herein by reference to the
         (as Amended and Restated June 21, 2006)                    Registrant's Proxy Statement prepared in
                                                                    connection with its annual meeting of
                                                                    shareholders held on June 21, 2006, filed
                                                                    on May 23, 2006 (File No. 000-20243)

10.2     Form of Stock Option Agreement (Employees) under           Incorporated herein by reference to the
         ValueVision Media, Inc. 2004 Omnibus Stock Plan            Registrant's Current Report on Form 8-K dated
                                                                    January 14, 2005, filed on January 14, 2005
                                                                    (File No. 000-20243)

10.3     Form of Stock Option Agreement (Executive                  Incorporated herein by reference to
         Officers) under ValueVision Media, Inc. 2004               the Registrant's Current Report on
         Omnibus Stock Plan                                         Form 8-K dated January 14, 2005, filed
                                                                    on January 14, 2005 (File No. 000-20243)

10.4     Form of Stock Option Agreement (Executive                  Incorporated herein by reference to
         Officers) under ValueVision Media, Inc. 2004               the Registrant's Current Report on
         Omnibus Stock Plan                                         Form 8-K dated January 14, 2005, filed
                                                                    on January 14, 2005 (File No. 000-20243)

10.5     Form of Stock Option Agreement (Directors -                Incorporated herein by reference to
         Annual Grant) under ValueVision Media, Inc. 2004           the Registrant's Current Report on
         Omnibus Stock Plan                                         Form 8-K dated January 14, 2005, filed
                                                                    on January 14, 2005 (File No. 000-20243)
II-6
10.6     Form of Stock Option Agreement (Directors - Other          Incorporated herein by reference to
         Grants) under ValueVision Media, Inc. 2004                 the Registrant's Current Report on
         Omnibus Stock Plan                                         Form 8-K dated January 14, 2005, filed
                                                                    on January 14, 2005 (File No. 000-20243)

10.7     Option Agreement between the Registrant and Jim
         Gilbertson dated as of November 30, 2005                   Filed Electronically

23.1     Consent of Faegre & Benson LLP                             Included in Exhibit 5 to this Registration Statement

23.2     Consent of Deloitte & Touche LLP, Independent
         Registered Public Accounting Firm                          Filed Electronically

24       Powers of Attorney                                         Included with signatures to this Registration Statement
II-7