<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. 
                       1991 STOCK OPTION PLAN, AS AMENDED
                            (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>

<S>                           <C>                  <C>                          <C>                        <C>
----------------------------------------------------------------------------------------------------------------------------------
Title of securities to          Amount to be           Proposed maximum            Proposed maximum        Amount of registration
    be registered                registered        offering price per share     aggregate offering price             fee 
----------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par  
  value $.01 per share        300,000 shares (1)           $16.25(2)                   $4,875,000                  $1,681.03
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Consists of 300,000 shares issuable pursuant to the Damark International, 
     Inc. 1991 Stock Option Plan, as amended (the "Plan") which represents the 
     increase in the number of shares reserved for issuance under such plan by 
     an amendment approved by the Board of Directors and Shareholders in 1997.  
     The number of shares of Class A Common Stock stated above may be adjusted 
     in accordance with the provisions of the Plan, in the event that, during
     the period the Plan is in effect 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 Plan.

(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
     300,000 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.   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; and


     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. 1991 Stock Option Plan, as amended
          (including form of Incentive Stock Option Agreement, Non-Qualified
          Stock Option Agreement, and Exercise Letter)

     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 

                                     II-2

<PAGE>

     of 1933;

          (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 

                                     II-3

<PAGE>

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, 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.

<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 



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

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

 *
-------------------------              Director                  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
 Joel N. Waller 
 

                                     II-5

<PAGE>

 *
-------------------------              Director                  July 22, 1997
 Stephen J. Hemsley 
 
 * 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. 1991 Stock Option Plan,
            as amended (incorporated by reference to Exhibit 4.3
            filed as part of the Company's Registration 
            Statement on Form S-8 (No. 333-16137))

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": "S-8", "secsgml_size_bytes": 16858}]
{"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": "333-31771", "film-number": "97643635"}, "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. 
                       1991 STOCK OPTION PLAN, AS AMENDED
                            (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 to          Amount to be           Proposed maximum            Proposed maximum        Amount of registration
    be registered                registered        offering price per share     aggregate offering price             fee 
----------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock, par  
  value $.01 per share        300,000 shares (1)           $16.25(2)                   $4,875,000                  $1,681.03
----------------------------------------------------------------------------------------------------------------------------------
(1)  Consists of 300,000 shares issuable pursuant to the Damark International, 
     Inc. 1991 Stock Option Plan, as amended (the "Plan") which represents the 
     increase in the number of shares reserved for issuance under such plan by 
     an amendment approved by the Board of Directors and Shareholders in 1997.  
     The number of shares of Class A Common Stock stated above may be adjusted 
     in accordance with the provisions of the Plan, in the event that, during
     the period the Plan is in effect 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 Plan.

(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
     300,000 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.   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; and

     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. 1991 Stock Option Plan, as amended
          (including form of Incentive Stock Option Agreement, Non-Qualified
          Stock Option Agreement, and Exercise Letter)

     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 

                                     II-2
of 1933;

          (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 

                                     II-3
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, 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.
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 

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

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

 *
-------------------------              Director                  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
 Joel N. Waller 
 

                                     II-5
*
-------------------------              Director                  July 22, 1997
 Stephen J. Hemsley 
 
 * 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. 1991 Stock Option Plan,
            as amended (incorporated by reference to Exhibit 4.3
            filed as part of the Company's Registration 
            Statement on Form S-8 (No. 333-16137))

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