<PAGE>

        As filed with the Securities and Exchange Commission on July 22, 1997

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

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

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

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

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

                              DAMARK INTERNATIONAL, INC.
                (Exact name of Registrant as specified in its charter)
         Minnesota                                            41-1551116
 (State of other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                          Identification No.)

                              7101 Winnetka Avenue North
                            Minneapolis, Minnesota  55428
      (Address, including zip code, of Registrant's principal executive offices)

                             DAMARK INTERNATIONAL, INC.
                         1997 NONQUALIFIED STOCK OPTION PLAN
                               (Full Title of the Plan)

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

                                    Arlyn J. Lomen
               Senior Vice President - Finance and Administration Group
                        Chief Financial Officer and Secretary
                              Damark International, Inc.
                              7101 Winnetka Avenue North
                            Minneapolis, Minnesota  55428
                                    (612) 531-0066
              (Name, address, including zip code, and telephone number,
                      including area code, of agent for service)

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

(Cover page continued on next page)
--------------------------------------------------------------------------------


<PAGE>

(Cover page continued from preceding page)

                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
 
  Title of securities                Amount to              Proposed maximum           Proposed maximum            Amount of
   to be registered                be registered        offering price per share    aggregate offering price    registration fee
<S>                              <C>                    <C>                         <C>                         <C>
  Class A Common Stock,
par value $.01 per share         40,000 shares (1)              $16.25(2)                  $650,000                  $224.14

</TABLE>

 
(1) Consists of 40,000 shares issuable pursuant to options issued under a
    non-qualified stock option agreement in June 1997 (the "1997 Option").  The
    number of shares of Class A Common Stock stated above may be adjusted in
    accordance with the provisions of the 1997 Options, in the event that,
    prior to the exercise of the 1997 Option there is effected any increase or
    decrease in the number of issued shares of Class A Common Stock resulting
    from a subdivision or consolidation of shares or the payment of a stock
    dividend or any other increase or decrease in the number of shares effected
    without receipt of consideration by the Company.  Accordingly, this
    Registration Statement covers, in addition to the number of shares of
    Common Stock stated above, an indeterminate number of shares which by
    reason of any such events may be issued in accordance with the provisions
    of the 1997 Option.

(2) Pursuant to Rule 457(h)(1), the aggregate offering price and the amount of
    the registration fee is computed based on the price of $16.25 per share,
    the average of the high and low prices of the Registrant's Class A Common
    Stock on The Nasdaq Stock Market on July 16, 1997, and assuming that 40,000
    shares is the maximum number of the Registrant's securities issuable under
    the Plan that are covered by the Registration Statement.


<PAGE>

                                   EXPLANATORY NOTE

         As permitted by the rules of the Securities and Exchange
         Commission (the "Commission"), this Registration Statement
         omits the information specified in Part I of Form S-8.

<PAGE>

                                       Part II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3:  INCORPORATION OF DOCUMENTS BY REFERENCE

    The following documents filed with the Commission by Damark International,
Inc. (the "Company") (File No. 0-19902) are incorporated in this Registration
Statement on Form S-8 (the "Registration Statement") by reference:

    1.   The Company's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1996;

    2.   The Company's Quarterly Report on Form 10-Q for the quarter ended
         March 29, 1997;

    3.   The description of the Company's Common Stock set forth in the
         Company's Registration Statement on Form S-1, No. 33-45056.

    All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all of the securities offered then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof from the date of
filing of such documents.

ITEM 4:  DESCRIPTION OF SECURITIES

    Not applicable.

ITEM 5:  INTERESTS OF NAMED EXPERTS AND COUNSEL

    Not applicable.

ITEM 6:  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Article V, Section 5.01 of the Bylaws of the Company provides that the
Company shall indemnify persons to the extent required by Minnesota Statutes,
Section 302A.521.  Section 302A.521 provides that a corporation shall indemnify
any person who was or is made or is threatened to be made a party to any
proceeding by reason of the former or present official capacity of such person
against judgments, penalties and fines, including, without limitation, excise
taxes assessed against such 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,
with respect to the acts or omissions of such person


                                         II-1
<PAGE>

complained of in the proceeding, such person has not been indemnified by another
organization or employee benefit plan for the same penalties, fines, taxes and
expenses with respect to the same acts or omissions; acted in good faith;
received no improper personal benefit and Section 302A.255 (regarding conflicts
of interest), if applicable, has been satisfied; in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; and in
the case of acts or omissions by persons who are or were serving other
organizations at the request of the corporation or whose duties involve or
involved service for other organizations, reasonably believed that the conduct
was not opposed to the best interests of the corporation.

ITEM 7:  EXEMPTION FROM REGISTRATION CLAIMED

    Not applicable.

ITEM 8:  EXHIBITS

    4.1  Restated Articles of Incorporation of the Company (incorporated by
         reference to Exhibit 3.1 filed as part of the Company's Registration
         Statement on Form S-1 (No. 33-45056))

    4.2  By-laws of the Company (incorporated by reference to Exhibit 3.2 filed
         as part of the Company's Registration Statement on Form S-1 (No.
         33-45056))

    4.3  Damark International, Inc. 1997 Stock Option Agreement with Stephen J.
         Hemsley (1997 Nonqualified Stock Option Plan)

    5.1  Opinion of Kaplan, Strangis and Kaplan, P.A.

    23.1 Consent of Kaplan, Strangis and Kaplan, P.A. (included in Exhibit 5.1)

    23.2 Consent of Arthur Andersen LLP

    24.1 Powers of Attorney

ITEM 9:  UNDERTAKINGS

RULE 415 OFFERING.

    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-2
<PAGE>

         (ii)      To reflect in the prospectus any facts or events arising
    after the effective date of the Registration Statement (or the most
    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 (i) and (ii) do not apply if 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 Commission by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

    (2)  That, for the purpose of determining any 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 herein, 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.

INCORPORATION OF SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.

    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 Exchange Act 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.

FORM S-8 REGISTRATION STATEMENT.

    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 Commission such indemnification is
against public policy as expressed in the Act and is, therefore,


                                         II-3
<PAGE>

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-4
<PAGE>

                                      SIGNATURES

    THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Company 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 July 22,
1997.

                             DAMARK INTERNATIONAL, INC.



                             By:   /s/ Mark A. Cohn
                                  ---------------------------
                                  Mark A. Cohn
                                  Chairman, President and
                                  Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                             Title                        Date
---------                             -----                        ---- 

/s/ Mark A. Cohn             Chief Executive Officer,
---------------------        Chairman of the Board
Mark A. Cohn                 and President
                             (Principal Executive Officer)      July 22, 1997

                             Senior Vice President -
/s/ Arlyn J. Lomen           Finance and Administration,
---------------------        Chief Financial Officer
Arlyn J. Lomen               (Principal Financial Officer and
                             Principal Accounting Officer)      July 22, 1997

*
---------------------
Thomas A. Cusick             Director                           July 22, 1997

*
---------------------
Jack W. Eugster              Director                           July 22, 1997

*
---------------------
Harold Roitenberg            Director                           July 22, 1997


*
---------------------
Ralph Strangis               Director                           July 22, 1997


                                         II-5
<PAGE>


*
---------------------
Joel N. Waller               Director                           July 22, 1997

*
---------------------
Stephen J. Hemsley           Director                           July 22, 1997

* By /s/ Mark A. Cohn        As attorney-in-fact for the
     -----------------       above officers and directors
     Mark A. Cohn            marked by an asterisk.             July 22, 1997
     Attorney-in-Fact


                                         II-6
<PAGE>

                                    EXHIBIT INDEX


Exhibit                                                         Sequentially
-------                                                         ------------
Number           Description of Exhibit                         Numbered Page
------           ----------------------                         -------------

4.1    Restated Articles of Incorporation of the Company
       (incorporated by reference to Exhibit 3.1 filed
       as part of the Company's Registration Statement
       on Form S-1 (No. 33-45056))

4.2    By-laws of the Company (incorporated by reference
       to Exhibit 3.2 filed as part of the Company's
       Registration Statement on Form S-1 (No. 33-45056))

4.3    Damark International, Inc. 1997 Stock Option
       Agreement with Stephen J. Hemsley (1997 Nonqualified
       Stock Option Plan)

5.1    Opinion of Kaplan, Strangis and Kaplan, P.A.

23.1   Consent of Kaplan, Strangis and Kaplan, P.A.
       (included in Exhibit 5.1)

23.2   Consent of Arthur Andersen LLP

24.1   Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16230}]
{"company-data": {"conformed-name": "DAMARK INTERNATIONAL INC", "cik": "0000883324", "assigned-sic": "5961", "irs-number": "411551116", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31773", "film-number": "97643637"}, "business-address": {"street1": "7101 WINNETKA AVENUE NORTH", "city": "MINNEAPOLIS", "state": "MN", "zip": "55428", "phone": "6125310066"}, "mail-address": {"street1": "7101 WINNETKA AVE N", "city": "BROOKLYN", "state": "MN", "zip": "55428"}}
As filed with the Securities and Exchange Commission on July 22, 1997

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

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

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

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933

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

                              DAMARK INTERNATIONAL, INC.
                (Exact name of Registrant as specified in its charter)
         Minnesota                                            41-1551116
 (State of other jurisdiction                              (I.R.S. Employer
of incorporation or organization)                          Identification No.)

                              7101 Winnetka Avenue North
                            Minneapolis, Minnesota  55428
      (Address, including zip code, of Registrant's principal executive offices)

                             DAMARK INTERNATIONAL, INC.
                         1997 NONQUALIFIED STOCK OPTION PLAN
                               (Full Title of the Plan)

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

                                    Arlyn J. Lomen
               Senior Vice President - Finance and Administration Group
                        Chief Financial Officer and Secretary
                              Damark International, Inc.
                              7101 Winnetka Avenue North
                            Minneapolis, Minnesota  55428
                                    (612) 531-0066
              (Name, address, including zip code, and telephone number,
                      including area code, of agent for service)

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

(Cover page continued on next page)
--------------------------------------------------------------------------------
(Cover page continued from preceding page)

                       CALCULATION OF REGISTRATION FEE
Title of securities                Amount to              Proposed maximum           Proposed maximum            Amount of
   to be registered                be registered        offering price per share    aggregate offering price    registration fee
Class A Common Stock,
par value $.01 per share         40,000 shares (1)              $16.25(2)                  $650,000                  $224.14
(1) Consists of 40,000 shares issuable pursuant to options issued under a
    non-qualified stock option agreement in June 1997 (the "1997 Option").  The
    number of shares of Class A Common Stock stated above may be adjusted in
    accordance with the provisions of the 1997 Options, in the event that,
    prior to the exercise of the 1997 Option there is effected any increase or
    decrease in the number of issued shares of Class A Common Stock resulting
    from a subdivision or consolidation of shares or the payment of a stock
    dividend or any other increase or decrease in the number of shares effected
    without receipt of consideration by the Company.  Accordingly, this
    Registration Statement covers, in addition to the number of shares of
    Common Stock stated above, an indeterminate number of shares which by
    reason of any such events may be issued in accordance with the provisions
    of the 1997 Option.

(2) Pursuant to Rule 457(h)(1), the aggregate offering price and the amount of
    the registration fee is computed based on the price of $16.25 per share,
    the average of the high and low prices of the Registrant's Class A Common
    Stock on The Nasdaq Stock Market on July 16, 1997, and assuming that 40,000
    shares is the maximum number of the Registrant's securities issuable under
    the Plan that are covered by the Registration Statement.
EXPLANATORY NOTE

         As permitted by the rules of the Securities and Exchange
         Commission (the "Commission"), this Registration Statement
         omits the information specified in Part I of Form S-8.
Part II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3:  INCORPORATION OF DOCUMENTS BY REFERENCE

    The following documents filed with the Commission by Damark International,
Inc. (the "Company") (File No. 0-19902) are incorporated in this Registration
Statement on Form S-8 (the "Registration Statement") by reference:

    1.   The Company's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1996;

    2.   The Company's Quarterly Report on Form 10-Q for the quarter ended
         March 29, 1997;

    3.   The description of the Company's Common Stock set forth in the
         Company's Registration Statement on Form S-1, No. 33-45056.

    All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all of the securities offered then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof from the date of
filing of such documents.

ITEM 4:  DESCRIPTION OF SECURITIES

    Not applicable.

ITEM 5:  INTERESTS OF NAMED EXPERTS AND COUNSEL

    Not applicable.

ITEM 6:  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    Article V, Section 5.01 of the Bylaws of the Company provides that the
Company shall indemnify persons to the extent required by Minnesota Statutes,
Section 302A.521.  Section 302A.521 provides that a corporation shall indemnify
any person who was or is made or is threatened to be made a party to any
proceeding by reason of the former or present official capacity of such person
against judgments, penalties and fines, including, without limitation, excise
taxes assessed against such 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,
with respect to the acts or omissions of such person

                                         II-1
complained of in the proceeding, such person has not been indemnified by another
organization or employee benefit plan for the same penalties, fines, taxes and
expenses with respect to the same acts or omissions; acted in good faith;
received no improper personal benefit and Section 302A.255 (regarding conflicts
of interest), if applicable, has been satisfied; in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; and in
the case of acts or omissions by persons who are or were serving other
organizations at the request of the corporation or whose duties involve or
involved service for other organizations, reasonably believed that the conduct
was not opposed to the best interests of the corporation.

ITEM 7:  EXEMPTION FROM REGISTRATION CLAIMED

    Not applicable.

ITEM 8:  EXHIBITS

    4.1  Restated Articles of Incorporation of the Company (incorporated by
         reference to Exhibit 3.1 filed as part of the Company's Registration
         Statement on Form S-1 (No. 33-45056))

    4.2  By-laws of the Company (incorporated by reference to Exhibit 3.2 filed
         as part of the Company's Registration Statement on Form S-1 (No.
         33-45056))

    4.3  Damark International, Inc. 1997 Stock Option Agreement with Stephen J.
         Hemsley (1997 Nonqualified Stock Option Plan)

    5.1  Opinion of Kaplan, Strangis and Kaplan, P.A.

    23.1 Consent of Kaplan, Strangis and Kaplan, P.A. (included in Exhibit 5.1)

    23.2 Consent of Arthur Andersen LLP

    24.1 Powers of Attorney

ITEM 9:  UNDERTAKINGS

RULE 415 OFFERING.

    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-2
(ii)      To reflect in the prospectus any facts or events arising
    after the effective date of the Registration Statement (or the most
    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 (i) and (ii) do not apply if 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 Commission by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

    (2)  That, for the purpose of determining any 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 herein, 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.

INCORPORATION OF SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.

    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 Exchange Act 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.

FORM S-8 REGISTRATION STATEMENT.

    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 Commission such indemnification is
against public policy as expressed in the Act and is, therefore,

                                         II-3
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-4
SIGNATURES

    THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Company 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 July 22,
1997.

                             DAMARK INTERNATIONAL, INC.

                             By:   /s/ Mark A. Cohn
                                  ---------------------------
                                  Mark A. Cohn
                                  Chairman, President and
                                  Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

Signature                             Title                        Date
---------                             -----                        ---- 

/s/ Mark A. Cohn             Chief Executive Officer,
---------------------        Chairman of the Board
Mark A. Cohn                 and President
                             (Principal Executive Officer)      July 22, 1997

                             Senior Vice President -
/s/ Arlyn J. Lomen           Finance and Administration,
---------------------        Chief Financial Officer
Arlyn J. Lomen               (Principal Financial Officer and
                             Principal Accounting Officer)      July 22, 1997

*
---------------------
Thomas A. Cusick             Director                           July 22, 1997

*
---------------------
Jack W. Eugster              Director                           July 22, 1997

*
---------------------
Harold Roitenberg            Director                           July 22, 1997

*
---------------------
Ralph Strangis               Director                           July 22, 1997

                                         II-5
*
---------------------
Joel N. Waller               Director                           July 22, 1997

*
---------------------
Stephen J. Hemsley           Director                           July 22, 1997

* By /s/ Mark A. Cohn        As attorney-in-fact for the
     -----------------       above officers and directors
     Mark A. Cohn            marked by an asterisk.             July 22, 1997
     Attorney-in-Fact

                                         II-6
EXHIBIT INDEX

Exhibit                                                         Sequentially
-------                                                         ------------
Number           Description of Exhibit                         Numbered Page
------           ----------------------                         -------------

4.1    Restated Articles of Incorporation of the Company
       (incorporated by reference to Exhibit 3.1 filed
       as part of the Company's Registration Statement
       on Form S-1 (No. 33-45056))

4.2    By-laws of the Company (incorporated by reference
       to Exhibit 3.2 filed as part of the Company's
       Registration Statement on Form S-1 (No. 33-45056))

4.3    Damark International, Inc. 1997 Stock Option
       Agreement with Stephen J. Hemsley (1997 Nonqualified
       Stock Option Plan)

5.1    Opinion of Kaplan, Strangis and Kaplan, P.A.

23.1   Consent of Kaplan, Strangis and Kaplan, P.A.
       (included in Exhibit 5.1)

23.2   Consent of Arthur Andersen LLP

24.1   Powers of Attorney