<PAGE>   1
      As filed with the Securities and Exchange Commission on September 25, 2000
                                                        Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                         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                           55344-3433
         EDEN PRAIRIE, MINNESOTA                         (Zip Code)
              "www.vvtv.com"
 (Address of principal executive offices)

<TABLE>
<S><C>
                   OPTION AGREEMENT DATED AS OF: JULY 28, 1999, BY AND BETWEEN THE REGISTRANT AND STUART GOLDFARB
                   OPTION AGREEMENT DATED AS OF: JULY 28, 1999, BY AND BETWEEN THE REGISTRANT AND STUART GOLDFARB
                  OPTION AGREEMENT DATED AS OF: OCTOBER 5, 1999, BY AND BETWEEN THE REGISTRANT AND MARK BILLITTERI
                   OPTION AGREEMENT DATED AS OF: OCTOBER 5, 1999, BY AND BETWEEN THE REGISTRANT AND MARY KRITTER
                  OPTION AGREEMENT DATED AS OF: SEPTEMBER 7, 1999, BY AND BETWEEN THE REGISTRANT AND TRISH MUELLER
                OPTION AGREEMENT DATED AS OF: OCTOBER 11, 1999, BY AND BETWEEN THE REGISTRANT AND ANTHONY GIOMBETTI
                  OPTION AGREEMENT DATED AS OF: OCTOBER 11, 1999, BY AND BETWEEN THE REGISTRANT AND BILL CAVANAUGH
                  OPTION AGREEMENT DATED AS OF: OCTOBER 19, 1999, BY AND BETWEEN THE REGISTRANT AND RICHARD BARNES
                 OPTION AGREEMENT DATED AS OF: OCTOBER 25, 1999, BY AND BETWEEN THE REGISTRANT AND MARNIE KITTELSON
                  OPTION AGREEMENT DATED AS OF: OCTOBER 26, 1999, BY AND BETWEEN THE REGISTRANT AND RICHARD BAUER
                    OPTION AGREEMENT DATED AS OF: OCTOBER 29, 1999, BY AND BETWEEN THE REGISTRANT AND TOM CLARK
                    OPTION AGREEMENT DATED AS OF: NOVEMBER 3, 1999, BY AND BETWEEN THE REGISTRANT AND MITCH COOK
                   OPTION AGREEMENT DATED AS OF: NOVEMBER 15, 1999, BY AND BETWEEN THE REGISTRANT AND GARY HEYER
                   OPTION AGREEMENT DATED AS OF: JANUARY 24, 2000, BY AND BETWEEN THE REGISTRANT AND MARRON MEYER
                 OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND SAM REINKENSMEYER
                    OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND MEENA PATEL
                 OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND STEPHANIE JOHNSON
                   OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND SARAH CASSERLY
                  OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND MARK ROSENSTEIN
                 OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND MELANIE TORGERSON
                    OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND LYN MUELLER
                  OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND KATHLEEN BORMANN
                    OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND JOAN RADTKE
                 OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND MONTGOMERY WAGEMAN
                    OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND JON MARSHALL
                    OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND MICHAEL SLY
                    OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND RYAN FISHER
                  OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND SUE ANN NEWBERG
                  OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND LESLIE AGERLAND
                   OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND MICHAEL SCULLY
                     OPTION AGREEMENT DATED AS OF: APRIL 18, 2000, BY AND BETWEEN THE REGISTRANT AND PAM COOPER
                  OPTION AGREEMENT DATED AS OF: APRIL 25, 2000, BY AND BETWEEN THE REGISTRANT AND NANCY LAMBRINOS
                    OPTION AGREEMENT DATED AS OF: MAY 1, 2000, BY AND BETWEEN THE REGISTRATION AND DAN EDMONSON
                   OPTION AGREEMENT DATED AS OF: MAY 1, 2000, BY AND BETWEEN THE REGISTRATION AND NATHAN E. FAGRE
                    OPTION AGREEMENT DATED AS OF: MAY 1, 2000, BY AND BETWEEN THE REGISTRATION AND KATHRYN SMITH
                    OPTION AGREEMENT DATED AS OF: MAY 1, 2000, BY AND BETWEEN THE REGISTRATION AND CHREE TAYLOR
                     OPTION AGREEMENT DATED AS OF: MAY 8, 2000, BY AND BETWEEN THE REGISTRATION AND LISA HOUDEK
                   OPTION AGREEMENT DATED AS OF: MAY 15, 2000, BY AND BETWEEN THE REGISTRATION AND FAITH HARTWAY
                  OPTION AGREEMENT DATED AS OF: MAY 24, 2000, BY AND BETWEEN THE REGISTRATION AND FRANK ELSENBAST
                    OPTION AGREEMENT DATED AS OF: JULY 31, 2000, BY AND BETWEEN THE REGISTRATION AND HOWARD FOX
                                                      (Full title of the plan)
</TABLE>


                                 GENE MCCAFFERY
          CHAIRMAN OF THE BOARD, 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) 947-5200

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

                                   Copies to:

  Andrew G. Humphrey, Esq.                       Nathan E. Fagre, Esq.
     Faegre & Benson LLP               Senior Vice President and General Counsel
   2200 Wells Fargo Center                  ValueVision International, Inc.
Minneapolis, Minnesota 55402                      6740 Shady Oak Road
       (612) 336-3600                        Eden Prairie, Minnesota 55344
                                                     (952) 947-5298


<PAGE>   2


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
======================== ================== ======================= ======================= ========================
                                                                           Proposed
                                                   Proposed                Maximum
       Title of               Amount               Maximum                Aggregate                Amount of
     Securities to             to be            Offering price             Offering              Registration
     Be registered          registered          Per share (1)             Price (1)                   Fee
     Common Stock,
    $.01 par value
<S>                      <C>                <C>                     <C>                     <C>
                               200,000          $24.000                      $4,800,000.00            $1,268
                               350,000          $24.000                      $8,400,000.00            $2,218
                                20,000          $25.375                        $507,500.00              $134
                                20,000          $25.375                        $507,500.00              $134
                                75,000          $23.812                      $1,785,900.00              $472
                                 2,500          $28.031                         $70,077.50               $19
                                10,000          $28.031                        $280,310.00               $74
                               200,000          $26.688                      $5,337,600.00            $1,410
                                10,000          $28.719                        $287,190.00               $76
                                 5,000          $28.750                        $143,750.00               $38
                                15,000          $32.680                        $490,200.00              $130
                                 5,000          $34.500                        $172,500.00               $46
                                 2,500          $37.500                         $93,750.00               $25
                                10,000          $42.125                        $421,250.00              $112
                                25,000          $19.625                        $490,625.00              $130
                                 5,000          $19.625                         $98,125.00               $26
                                10,000          $19.625                        $196,250.00               $52
                                10,000          $19.625                        $196,250.00               $52
                                10,000          $19.625                        $196,250.00               $52
                                10,000          $19.625                        $196,250.00               $52
                                50,000          $19.625                        $981,250.00              $260
                                 1,000          $19.625                         $19,625.00                $6
                                 2,000          $19.625                         $39,250.00               $11
                                 2,000          $19.625                         $39,250.00               $11
                                 2,000          $19.625                         $39,250.00               $11
                                 2,000          $19.625                         $39,250.00               $11
                                 2,000          $19.625                         $39,250.00               $11
                                25,000          $19.625                        $490,625.00              $130
                                10,000          $19.625                        $196,250.00               $52
                                 5,000          $19.625                         $98,125.00               $26
                                 2,000          $21.125                         $42,250.00               $12
                                 3,000          $19.875                         $59,625.00               $16
                                 2,000          $19.938                         $39,876.00               $11
                               200,000          $19.938                      $3,987,600.00            $1,053
                                 2,000          $19.938                         $39,876.00               $11
                                 3,000          $19.938                         $59,814.00               $16
                                 2,000          $25.313                         $50,626.00               $14
                                 1,000          $26.938                         $26,938.00               $ 8
                                 5,000          $24.750                        $123,750.00               $33
                               150,000          $14.375                      $2,156,250.00              $570

</TABLE>

(1)      Option exercise price.

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


<PAGE>   3

                         VALUEVISION INTERNATIONAL, INC.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents of ValueVision International, Inc. (the
"Company") 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 Company for
                  the fiscal year ended January 31, 2000 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 Company's Common Stock
                  which 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 Company 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 Company 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 (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


                                      II-1
<PAGE>   4

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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         Exhibit

         4.1      Sixth Amended and Restated Articles of Incorporation of the
                  Company, as amended (incorporated herein by reference to the
                  Company's Quarterly Report on Form 10-QSB, for the quarter
                  ended August 31, 1994, filed on September 13, 1994.).

         4.2      Certificate of Designation of Series A Redeemable Convertible
                  Preferred Stock (incorporated herein by reference to the
                  Company's Current Report on Form 8-K dated April 15, 1999,
                  filed on April 29, 1999).

         4.3      Amended and Restated Bylaws of the Company (incorporated
                  herein by reference to the Company's Quarterly Report on Form
                  10-QSB, for the quarter ended August 31, 1994, filed on
                  September 13, 1994.).

         5        Opinion of Faegre & Benson LLP, counsel for the Company.

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

         23.2     Consent of Arthur Andersen LLP, Independent Public
                  Accountants.

         24       Powers of Attorney (included with signatures to this
                  Registration Statement).

         99       Form of Option Agreement


ITEM 9.  UNDERTAKINGS.

A.       The Company 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 the 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 Securities and
                  Exchange Commission pursuant to Rule 424(b) if, in the
                  aggregate, the changes in volume and price represent no more
                  than a twenty percent change in the maximum aggregate offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective Registration Statement; and


                                      II-2
<PAGE>   5

                                    (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 (A)(1)(i) and (A)(1)(ii) do not
         apply if the Registration Statement is on Form S-3 or Form S-8, and the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or
         furnished to the Securities and Exchange Commission by the Company
         pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
         of 1934 that are incorporated by reference in the Registration
         Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each 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.

         B. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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-3
<PAGE>   6


                                   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 Minneapolis, State of Minnesota on the 25th day of
September, 2000.

                                        VALUEVISION INTERNATIONAL, INC.


                                        By  /s/ GENE MCCAFFERY
                                            ------------------------------------
                                            Gene McCaffery
                                            Chairman of the Board, President and
                                            Chief Executive Officer

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of ValueVision
International, Inc., hereby severally constitute Gene McCaffery, Richard Barnes
or 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 International, 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 the 25th day of September, 2000
by the following persons in the capacities indicated:

<TABLE>
<CAPTION>
                       NAME                                          TITLE
                       ----                                          -----
<S>                                                  <C>
                                                     Chairman  of  the  Board,   President,
/s/      Gene McCaffery                              Chief Executive Officer and Director
----------------------------------------------------
Gene McCaffery
Principal Executive Officer

/s/      Richard Barnes                              Chief Financial Officer
----------------------------------------------------
Richard Barnes
Principal Financial and Accounting Officer

/s/      Marshall S. Geller                          Director
----------------------------------------------------
Marshall S. Geller

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

/s/      Paul D. Tosetti                             Director
----------------------------------------------------
Paul D. Tosetti

/s/      John Flannery                               Director
----------------------------------------------------
John Flannery
</TABLE>



                                      II-4


<PAGE>   7


                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
         Exhibit
         -------
<S>               <C>                                                                                  <C>
         4.1      Sixth Amended and Restated Articles of Incorporation of the
                  Company, as amended (incorporated herein by reference to the
                  Company's Quarterly Report on Form 10-QSB, for the quarter
                  ended August 31, 1994, filed on September 13, 1994).

         4.2      Certificate of Designation of Series A Redeemable Convertible
                  Preferred Stock (incorporated herein by reference to the
                  Company's Current Report on Form 8-K dated April 15, 1999,
                  filed on April 29, 1999).

         4.3      Amended and Restated By-Laws of the Company (incorporated
                  herein by reference to the Company's Quarterly Report on Form
                  10-QSB, for the quarter ended August 31, 1994, filed on
                  September 13, 1994).

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

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

         23.2     Consent of Arthur  Andersen LLP,  Independent Public
                  Accountants..........................................................................Electronically Filed

         24       Powers of  Attorney  (included  with  signatures  to
                  this Registration Statement).........................................................Electronically Filed

         99       Form of Option Agreement.............................................................Electronically Filed

</TABLE>




                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "c57605s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 28362}]
{"company-data": {"conformed-name": "VALUEVISION INTERNATIONAL 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": "333-46576", "film-number": "728457"}, "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"}}
1
      As filed with the Securities and Exchange Commission on September 25, 2000
                                                        Registration No. 333-

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                         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                           55344-3433
         EDEN PRAIRIE, MINNESOTA                         (Zip Code)
              "www.vvtv.com"
 (Address of principal executive offices)
OPTION AGREEMENT DATED AS OF: JULY 28, 1999, BY AND BETWEEN THE REGISTRANT AND STUART GOLDFARB
                   OPTION AGREEMENT DATED AS OF: JULY 28, 1999, BY AND BETWEEN THE REGISTRANT AND STUART GOLDFARB
                  OPTION AGREEMENT DATED AS OF: OCTOBER 5, 1999, BY AND BETWEEN THE REGISTRANT AND MARK BILLITTERI
                   OPTION AGREEMENT DATED AS OF: OCTOBER 5, 1999, BY AND BETWEEN THE REGISTRANT AND MARY KRITTER
                  OPTION AGREEMENT DATED AS OF: SEPTEMBER 7, 1999, BY AND BETWEEN THE REGISTRANT AND TRISH MUELLER
                OPTION AGREEMENT DATED AS OF: OCTOBER 11, 1999, BY AND BETWEEN THE REGISTRANT AND ANTHONY GIOMBETTI
                  OPTION AGREEMENT DATED AS OF: OCTOBER 11, 1999, BY AND BETWEEN THE REGISTRANT AND BILL CAVANAUGH
                  OPTION AGREEMENT DATED AS OF: OCTOBER 19, 1999, BY AND BETWEEN THE REGISTRANT AND RICHARD BARNES
                 OPTION AGREEMENT DATED AS OF: OCTOBER 25, 1999, BY AND BETWEEN THE REGISTRANT AND MARNIE KITTELSON
                  OPTION AGREEMENT DATED AS OF: OCTOBER 26, 1999, BY AND BETWEEN THE REGISTRANT AND RICHARD BAUER
                    OPTION AGREEMENT DATED AS OF: OCTOBER 29, 1999, BY AND BETWEEN THE REGISTRANT AND TOM CLARK
                    OPTION AGREEMENT DATED AS OF: NOVEMBER 3, 1999, BY AND BETWEEN THE REGISTRANT AND MITCH COOK
                   OPTION AGREEMENT DATED AS OF: NOVEMBER 15, 1999, BY AND BETWEEN THE REGISTRANT AND GARY HEYER
                   OPTION AGREEMENT DATED AS OF: JANUARY 24, 2000, BY AND BETWEEN THE REGISTRANT AND MARRON MEYER
                 OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND SAM REINKENSMEYER
                    OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND MEENA PATEL
                 OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND STEPHANIE JOHNSON
                   OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND SARAH CASSERLY
                  OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND MARK ROSENSTEIN
                 OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND MELANIE TORGERSON
                    OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND LYN MUELLER
                  OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND KATHLEEN BORMANN
                    OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND JOAN RADTKE
                 OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND MONTGOMERY WAGEMAN
                    OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND JON MARSHALL
                    OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND MICHAEL SLY
                    OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND RYAN FISHER
                  OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND SUE ANN NEWBERG
                  OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND LESLIE AGERLAND
                   OPTION AGREEMENT DATED AS OF: APRIL 17, 2000, BY AND BETWEEN THE REGISTRANT AND MICHAEL SCULLY
                     OPTION AGREEMENT DATED AS OF: APRIL 18, 2000, BY AND BETWEEN THE REGISTRANT AND PAM COOPER
                  OPTION AGREEMENT DATED AS OF: APRIL 25, 2000, BY AND BETWEEN THE REGISTRANT AND NANCY LAMBRINOS
                    OPTION AGREEMENT DATED AS OF: MAY 1, 2000, BY AND BETWEEN THE REGISTRATION AND DAN EDMONSON
                   OPTION AGREEMENT DATED AS OF: MAY 1, 2000, BY AND BETWEEN THE REGISTRATION AND NATHAN E. FAGRE
                    OPTION AGREEMENT DATED AS OF: MAY 1, 2000, BY AND BETWEEN THE REGISTRATION AND KATHRYN SMITH
                    OPTION AGREEMENT DATED AS OF: MAY 1, 2000, BY AND BETWEEN THE REGISTRATION AND CHREE TAYLOR
                     OPTION AGREEMENT DATED AS OF: MAY 8, 2000, BY AND BETWEEN THE REGISTRATION AND LISA HOUDEK
                   OPTION AGREEMENT DATED AS OF: MAY 15, 2000, BY AND BETWEEN THE REGISTRATION AND FAITH HARTWAY
                  OPTION AGREEMENT DATED AS OF: MAY 24, 2000, BY AND BETWEEN THE REGISTRATION AND FRANK ELSENBAST
                    OPTION AGREEMENT DATED AS OF: JULY 31, 2000, BY AND BETWEEN THE REGISTRATION AND HOWARD FOX
                                                      (Full title of the plan)
GENE MCCAFFERY
          CHAIRMAN OF THE BOARD, 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) 947-5200

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

                                   Copies to:

  Andrew G. Humphrey, Esq.                       Nathan E. Fagre, Esq.
     Faegre & Benson LLP               Senior Vice President and General Counsel
   2200 Wells Fargo Center                  ValueVision International, Inc.
Minneapolis, Minnesota 55402                      6740 Shady Oak Road
       (612) 336-3600                        Eden Prairie, Minnesota 55344
                                                     (952) 947-5298
2

                         CALCULATION OF REGISTRATION FEE
======================== ================== ======================= ======================= ========================
                                                                           Proposed
                                                   Proposed                Maximum
       Title of               Amount               Maximum                Aggregate                Amount of
     Securities to             to be            Offering price             Offering              Registration
     Be registered          registered          Per share (1)             Price (1)                   Fee
     Common Stock,
    $.01 par value
200,000          $24.000                      $4,800,000.00            $1,268
                               350,000          $24.000                      $8,400,000.00            $2,218
                                20,000          $25.375                        $507,500.00              $134
                                20,000          $25.375                        $507,500.00              $134
                                75,000          $23.812                      $1,785,900.00              $472
                                 2,500          $28.031                         $70,077.50               $19
                                10,000          $28.031                        $280,310.00               $74
                               200,000          $26.688                      $5,337,600.00            $1,410
                                10,000          $28.719                        $287,190.00               $76
                                 5,000          $28.750                        $143,750.00               $38
                                15,000          $32.680                        $490,200.00              $130
                                 5,000          $34.500                        $172,500.00               $46
                                 2,500          $37.500                         $93,750.00               $25
                                10,000          $42.125                        $421,250.00              $112
                                25,000          $19.625                        $490,625.00              $130
                                 5,000          $19.625                         $98,125.00               $26
                                10,000          $19.625                        $196,250.00               $52
                                10,000          $19.625                        $196,250.00               $52
                                10,000          $19.625                        $196,250.00               $52
                                10,000          $19.625                        $196,250.00               $52
                                50,000          $19.625                        $981,250.00              $260
                                 1,000          $19.625                         $19,625.00                $6
                                 2,000          $19.625                         $39,250.00               $11
                                 2,000          $19.625                         $39,250.00               $11
                                 2,000          $19.625                         $39,250.00               $11
                                 2,000          $19.625                         $39,250.00               $11
                                 2,000          $19.625                         $39,250.00               $11
                                25,000          $19.625                        $490,625.00              $130
                                10,000          $19.625                        $196,250.00               $52
                                 5,000          $19.625                         $98,125.00               $26
                                 2,000          $21.125                         $42,250.00               $12
                                 3,000          $19.875                         $59,625.00               $16
                                 2,000          $19.938                         $39,876.00               $11
                               200,000          $19.938                      $3,987,600.00            $1,053
                                 2,000          $19.938                         $39,876.00               $11
                                 3,000          $19.938                         $59,814.00               $16
                                 2,000          $25.313                         $50,626.00               $14
                                 1,000          $26.938                         $26,938.00               $ 8
                                 5,000          $24.750                        $123,750.00               $33
                               150,000          $14.375                      $2,156,250.00              $570
(1)      Option exercise price.

================================================================================
3

                         VALUEVISION INTERNATIONAL, INC.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents of ValueVision International, Inc. (the
"Company") 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 Company for
                  the fiscal year ended January 31, 2000 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 Company's Common Stock
                  which 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 Company 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 Company 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 (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

                                      II-1
4

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.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS.

         Exhibit

         4.1      Sixth Amended and Restated Articles of Incorporation of the
                  Company, as amended (incorporated herein by reference to the
                  Company's Quarterly Report on Form 10-QSB, for the quarter
                  ended August 31, 1994, filed on September 13, 1994.).

         4.2      Certificate of Designation of Series A Redeemable Convertible
                  Preferred Stock (incorporated herein by reference to the
                  Company's Current Report on Form 8-K dated April 15, 1999,
                  filed on April 29, 1999).

         4.3      Amended and Restated Bylaws of the Company (incorporated
                  herein by reference to the Company's Quarterly Report on Form
                  10-QSB, for the quarter ended August 31, 1994, filed on
                  September 13, 1994.).

         5        Opinion of Faegre & Benson LLP, counsel for the Company.

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

         23.2     Consent of Arthur Andersen LLP, Independent Public
                  Accountants.

         24       Powers of Attorney (included with signatures to this
                  Registration Statement).

         99       Form of Option Agreement

ITEM 9.  UNDERTAKINGS.

A.       The Company 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 the 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 Securities and
                  Exchange Commission pursuant to Rule 424(b) if, in the
                  aggregate, the changes in volume and price represent no more
                  than a twenty percent change in the maximum aggregate offering
                  price set forth in the "Calculation of Registration Fee" table
                  in the effective Registration Statement; and

                                      II-2
5

                                    (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 (A)(1)(i) and (A)(1)(ii) do not
         apply if the Registration Statement is on Form S-3 or Form S-8, and the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or
         furnished to the Securities and Exchange Commission by the Company
         pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
         of 1934 that are incorporated by reference in the Registration
         Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each 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.

         B. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 Company 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-3
6

                                   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 Minneapolis, State of Minnesota on the 25th day of
September, 2000.

                                        VALUEVISION INTERNATIONAL, INC.

                                        By  /s/ GENE MCCAFFERY
                                            ------------------------------------
                                            Gene McCaffery
                                            Chairman of the Board, President and
                                            Chief Executive Officer

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of ValueVision
International, Inc., hereby severally constitute Gene McCaffery, Richard Barnes
or 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 International, 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 the 25th day of September, 2000
by the following persons in the capacities indicated:
NAME                                          TITLE
                       ----                                          -----
Chairman  of  the  Board,   President,
/s/      Gene McCaffery                              Chief Executive Officer and Director
----------------------------------------------------
Gene McCaffery
Principal Executive Officer

/s/      Richard Barnes                              Chief Financial Officer
----------------------------------------------------
Richard Barnes
Principal Financial and Accounting Officer

/s/      Marshall S. Geller                          Director
----------------------------------------------------
Marshall S. Geller

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

/s/      Paul D. Tosetti                             Director
----------------------------------------------------
Paul D. Tosetti

/s/      John Flannery                               Director
----------------------------------------------------
John Flannery
II-4
7

                                INDEX TO EXHIBITS
Exhibit
         -------
4.1      Sixth Amended and Restated Articles of Incorporation of the
                  Company, as amended (incorporated herein by reference to the
                  Company's Quarterly Report on Form 10-QSB, for the quarter
                  ended August 31, 1994, filed on September 13, 1994).

         4.2      Certificate of Designation of Series A Redeemable Convertible
                  Preferred Stock (incorporated herein by reference to the
                  Company's Current Report on Form 8-K dated April 15, 1999,
                  filed on April 29, 1999).

         4.3      Amended and Restated By-Laws of the Company (incorporated
                  herein by reference to the Company's Quarterly Report on Form
                  10-QSB, for the quarter ended August 31, 1994, filed on
                  September 13, 1994).

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

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

         23.2     Consent of Arthur  Andersen LLP,  Independent Public
                  Accountants..........................................................................Electronically Filed

         24       Powers of  Attorney  (included  with  signatures  to
                  this Registration Statement).........................................................Electronically Filed

         99       Form of Option Agreement.............................................................Electronically Filed
II-5