As filed with the Securities and Exchange Commission on October 7, 1994
Registration No. 33-
_________________________________________________________________
_______________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

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

FINGERHUT COMPANIES, INC.
(Exact name of registrant as specified in its charter)


Minnesota                               41-1396490
(State of Incorporation)          (I.R.S. Employer Identification No.)


4400 Baker Road
Minnetonka, Minnesota  55343
(Address of Principal Executive Offices)


Fingerhut Companies, Inc. 1994 Employee Stock Purchase Plan
(Full Title of the Plan)


John K. Ellingboe, Esq.
Fingerhut Companies, Inc.
4400 Baker Road
Minnetonka, Minnesota 55343
(Name and address of agent for service

(612) 936-5397
(Telephone Number of Agent for Service)


CALCULATION OF REGISTRATION FEE

Title of    Amount       Proposed Maximum   Proposed Maximum    Amount of 
Securities  to be        Offering Price     Aggregate Offering  Registration
to be       Registered	  Per Share(1)       Price               Fee     
Registered
- ----------  ----------   ----------------   -----------------   ------------
Common      250,000      $22.813              $5,703,250        $1,144
Stock,      shares(2)  
$.01 par
value
- ----------------------------------------------------------------------------
(1)  Estimated solely for the purpose of determining the 
registration fee pursuant to Rule 457(h) under the Securities Act 
of 1933, and based on the average of the high and low sale prices 
as reported on the New York Stock Exchange composite tape on 
October 5, 1994.

(2)  This registration statement also covers such additional 
number of shares as may be issuable or saleable by reason of the 
operation of the antidilution provisions of the Fingerhut 
Companies, Inc. 1994 Employee Stock Purchase Plan.
_________________________________________________________________

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

	The following documents filed by the Registrant with the 
Securities and Exchange Commission are incorporated by reference 
in this registration statement:

a.      The Registrant's Annual Report on Form 10-K for the 
fiscal year ended December 31, 1993;

b.      Quarterly Reports on Form 10-Q for the quarters ended 
April 1, 1994 and July 1, 1994; and

c.      The description of the Registrant's Common Stock, 
contained in the Company's Registration Statement on Form 8-
A (File No. 1-8668) filed pursuant to Section 12 of the 
Securities Exchange Act of 1934 and declared effective on 
April 25, 1990.

	All documents filed by the Registrant (File No. 1-8668) 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities 
Exchange Act of 1934, prior to the filing of a post-effective 
amendment which indicates that all securities offered have been 
sold or which deregisters all securities then remaining unsold, 
shall be deemed to be incorporated by reference in this 
registration statement 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

	John K. Ellingboe, General Counsel of the Registrant, has 
given his opinion on the legality of the securities being 
registered hereunder.  Mr. Ellingboe beneficially owns 100,000 
shares of Common Stock of the Registrant, including 98,000 shares 
that he has the right to acquire through exercise of stock 
options.  Mr. Ellingboe is not eligible to participate in the 
Fingerhut Companies, Inc. 1994 Employee Stock Purchase Plan.

Item 6. Indemnification of Directors and Officers.

 Section 521 of the Minnesota Business Corporation Act (the 
"MBCA") (Minn. Stat. Section 302A.521) generally provides that unless 
its articles or bylaws provide otherwise, a corporation shall 
indemnify officers and directors made or threatened to be made a 
party to a proceeding by reason of any such person's present or 
former capacity as a director or officer 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 the person in connection with 
the proceeding, if, with respect to the acts or omissions of the 
person complained of in the proceeding, the person: (1) has not 
been indemnified by another party for the same amounts; (2) acted 
in good faith; (3) received no improper personal benefit and the 
procedures for director conflicts of interest, if applicable, 
have been satisfied; (4) in the case of a criminal proceeding, 
had no reasonable cause to believe the conduct was unlawful; and 
(5) reasonably believed that the conduct was in the best 
interests of the corporation.

 The MBCA provides that unless a corporation's articles of 
incorporation or bylaws provide otherwise, if a person is made or 
threatened to be made a party to a proceeding, the person is 
entitled, upon written request to the corporation, to advance 
payment or reimbursement by the corporation of reasonable 
expenses, including attorneys' fees and disbursements, incurred 
by the person in advance of the final disposition of the 
proceeding (a) upon receipt by the corporation of a written 
affirmation by the person of a good faith belief that the 
criteria for indemnification have been satisfied and a written 
undertaking by the person to repay all amounts so paid or 
reimbursed by the corporation, if it is ultimately determined 
that the criteria for indemnification have not been satisfied, 
and (b) after a determination that the facts then known to those 
making the determination would not preclude indemnification.

 The MBCA also permits a corporation to purchase and 
maintain insurance on behalf of a person in that person's 
official capacity against any liability asserted against and 
incurred by the person in or arising from that capacity, whether 
or not the corporation would have been required to indemnify the 
person against the liability.

 The Bylaws of the Registrant provide for indemnification of 
its officers and directors to the fullest extent permitted under 
the MBCA.

 The Registrant currently maintains a policy insuring, 
subject to certain exceptions, its directors and officers and the 
directors and officers of its subsidiaries against liabilities 
which may be incurred by such persons acting in such capacities.

Item 7. Exemption from Registration Claimed.

	Not Applicable.

Item 8. Exhibits

Exhibit Number          Description of Exhibit

5                       Opinion of John K. Ellingboe, Esq.

10                      Fingerhut Companies, Inc. 1994 
			Employee Stock Purchase Plan.

24(a)                   Consent of KPMG Peat Marwick LLP.

24(b)                   Consent of John K. Ellingboe, Esq. 
			(included with Exhibit 5).

25                      Powers of Attorney (included on Page 5).


Item 9. Undertakings

	(a)     The undersigned registrant hereby undertakes:

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

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

	(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, Form 
S-8 or Form F-3, 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 Commission by the 
registrant pursuant to Section 13 or 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 such post-effective 
amendment shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering 
of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

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

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

	(c)     Insofar as indemnification for liabilities arising under 
the Securities Act of 1933 may be permitted to directors, 
officers and controlling persons of the registrant pursuant to 
the foregoing provisions, or otherwise, the registrant 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 registrant of expenses incurred or 
paid by a director, officer or controlling person of the 
registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer of controlling 
person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter 
has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in 
the Act and will be governed by the final adjudication of such 
issue.



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 Minnetonka, State of Minnesota, on October 7, 1994.


FINGERHUT COMPANIES, INC.

By  /s/ Theodore Deikel
(Chairman of the Board, Chief Executive Officer
and President)



POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Theodore Deikel and John 
K. Ellingboe and each of them, his true and lawful 
attorneys-in-fact and agents with full power and substitution and 
resubstitution, for such person and in his name, place and stead, 
in any and all capacities, to sign any and all amendments 
(including post-effective amendments) to this Registration 
Statement, and to file the same, with the Securities and Exchange 
Commission, granting unto said attorneys-in-fact and agents and 
each of them, full power and authority to do and perform each and 
every act and thing requisite or necessary to be done in and 
about the premises, as fully to all intents and purposes and he 
might or could do in person, hereby ratifying and confirming all 
that said attorneys-in-fact and agents, or any of them, or their, 
or his substitute or substitutes, may lawfully do or cause to be 
done by virtue hereof.

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/ Theodore Deikel           Chairman of the Board, Chief       October 7, 1994
Theodore Deikel               Executive Officer and 
                     			      President; and Director 
			                           (Principal Executive Officer)

/s/ Daniel J. McAthie        Senior Vice President, Finance      October 7, 1994
Daniel J. McAthie            and Chief Financial Officer 
			                          (Principal Financial Officer)

/s/ Michael N. Albrecht      Vice President, Corporate           October 7, 1994
Michael N. Albrecht          Controller (Principal Accounting Officer)

/s/ Wendell R. Anderson     Director                             October 4, 1994
Wendell R. Anderson

/s/ Edwin C. Gage           Director                             October 7, 1994
Edwin C. Gage

Stanley S. Hubbard          Director                             October _, 1994

/s/ Rakesh K. Kaul          Director                             October 7, 1994
Rakesh K. Kaul

/s/ Richard M. Kovacevich   Director                             October 4, 1994
Richard M. Kovacevich

/s/ Dudley C. Mecum         Director                             October 6, 1994
Dudley C. Mecum
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13730}]
{"company-data": {"conformed-name": "FINGERHUT COMPANIES INC", "cik": "0000740126", "assigned-sic": "5961", "irs-number": "411396490", "state-of-incorporation": "MN", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-55871", "film-number": "94552105"}, "business-address": {"street1": "4400 BAKER RD", "city": "MINNETONKA", "state": "MN", "zip": "55343", "phone": "6129323100"}}
As filed with the Securities and Exchange Commission on October 7, 1994
Registration No. 33-
_________________________________________________________________
_______________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

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

FINGERHUT COMPANIES, INC.
(Exact name of registrant as specified in its charter)

Minnesota                               41-1396490
(State of Incorporation)          (I.R.S. Employer Identification No.)

4400 Baker Road
Minnetonka, Minnesota  55343
(Address of Principal Executive Offices)

Fingerhut Companies, Inc. 1994 Employee Stock Purchase Plan
(Full Title of the Plan)

John K. Ellingboe, Esq.
Fingerhut Companies, Inc.
4400 Baker Road
Minnetonka, Minnesota 55343
(Name and address of agent for service

(612) 936-5397
(Telephone Number of Agent for Service)

CALCULATION OF REGISTRATION FEE

Title of    Amount       Proposed Maximum   Proposed Maximum    Amount of 
Securities  to be        Offering Price     Aggregate Offering  Registration
to be       Registered	  Per Share(1)       Price               Fee     
Registered
- ----------  ----------   ----------------   -----------------   ------------
Common      250,000      $22.813              $5,703,250        $1,144
Stock,      shares(2)  
$.01 par
value
- ----------------------------------------------------------------------------
(1)  Estimated solely for the purpose of determining the 
registration fee pursuant to Rule 457(h) under the Securities Act 
of 1933, and based on the average of the high and low sale prices 
as reported on the New York Stock Exchange composite tape on 
October 5, 1994.

(2)  This registration statement also covers such additional 
number of shares as may be issuable or saleable by reason of the 
operation of the antidilution provisions of the Fingerhut 
Companies, Inc. 1994 Employee Stock Purchase Plan.
_________________________________________________________________

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

	The following documents filed by the Registrant with the 
Securities and Exchange Commission are incorporated by reference 
in this registration statement:

a.      The Registrant's Annual Report on Form 10-K for the 
fiscal year ended December 31, 1993;

b.      Quarterly Reports on Form 10-Q for the quarters ended 
April 1, 1994 and July 1, 1994; and

c.      The description of the Registrant's Common Stock, 
contained in the Company's Registration Statement on Form 8-
A (File No. 1-8668) filed pursuant to Section 12 of the 
Securities Exchange Act of 1934 and declared effective on 
April 25, 1990.

	All documents filed by the Registrant (File No. 1-8668) 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities 
Exchange Act of 1934, prior to the filing of a post-effective 
amendment which indicates that all securities offered have been 
sold or which deregisters all securities then remaining unsold, 
shall be deemed to be incorporated by reference in this 
registration statement 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

	John K. Ellingboe, General Counsel of the Registrant, has 
given his opinion on the legality of the securities being 
registered hereunder.  Mr. Ellingboe beneficially owns 100,000 
shares of Common Stock of the Registrant, including 98,000 shares 
that he has the right to acquire through exercise of stock 
options.  Mr. Ellingboe is not eligible to participate in the 
Fingerhut Companies, Inc. 1994 Employee Stock Purchase Plan.

Item 6. Indemnification of Directors and Officers.

 Section 521 of the Minnesota Business Corporation Act (the 
"MBCA") (Minn. Stat. Section 302A.521) generally provides that unless 
its articles or bylaws provide otherwise, a corporation shall 
indemnify officers and directors made or threatened to be made a 
party to a proceeding by reason of any such person's present or 
former capacity as a director or officer 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 the person in connection with 
the proceeding, if, with respect to the acts or omissions of the 
person complained of in the proceeding, the person: (1) has not 
been indemnified by another party for the same amounts; (2) acted 
in good faith; (3) received no improper personal benefit and the 
procedures for director conflicts of interest, if applicable, 
have been satisfied; (4) in the case of a criminal proceeding, 
had no reasonable cause to believe the conduct was unlawful; and 
(5) reasonably believed that the conduct was in the best 
interests of the corporation.

 The MBCA provides that unless a corporation's articles of 
incorporation or bylaws provide otherwise, if a person is made or 
threatened to be made a party to a proceeding, the person is 
entitled, upon written request to the corporation, to advance 
payment or reimbursement by the corporation of reasonable 
expenses, including attorneys' fees and disbursements, incurred 
by the person in advance of the final disposition of the 
proceeding (a) upon receipt by the corporation of a written 
affirmation by the person of a good faith belief that the 
criteria for indemnification have been satisfied and a written 
undertaking by the person to repay all amounts so paid or 
reimbursed by the corporation, if it is ultimately determined 
that the criteria for indemnification have not been satisfied, 
and (b) after a determination that the facts then known to those 
making the determination would not preclude indemnification.

 The MBCA also permits a corporation to purchase and 
maintain insurance on behalf of a person in that person's 
official capacity against any liability asserted against and 
incurred by the person in or arising from that capacity, whether 
or not the corporation would have been required to indemnify the 
person against the liability.

 The Bylaws of the Registrant provide for indemnification of 
its officers and directors to the fullest extent permitted under 
the MBCA.

 The Registrant currently maintains a policy insuring, 
subject to certain exceptions, its directors and officers and the 
directors and officers of its subsidiaries against liabilities 
which may be incurred by such persons acting in such capacities.

Item 7. Exemption from Registration Claimed.

	Not Applicable.

Item 8. Exhibits

Exhibit Number          Description of Exhibit

5                       Opinion of John K. Ellingboe, Esq.

10                      Fingerhut Companies, Inc. 1994 
			Employee Stock Purchase Plan.

24(a)                   Consent of KPMG Peat Marwick LLP.

24(b)                   Consent of John K. Ellingboe, Esq. 
			(included with Exhibit 5).

25                      Powers of Attorney (included on Page 5).

Item 9. Undertakings

	(a)     The undersigned registrant hereby undertakes:

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

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

	(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, Form 
S-8 or Form F-3, 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 Commission by the 
registrant pursuant to Section 13 or 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 such post-effective 
amendment shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering 
of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

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

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

	(c)     Insofar as indemnification for liabilities arising under 
the Securities Act of 1933 may be permitted to directors, 
officers and controlling persons of the registrant pursuant to 
the foregoing provisions, or otherwise, the registrant 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 registrant of expenses incurred or 
paid by a director, officer or controlling person of the 
registrant in the successful defense of any action, suit or 
proceeding) is asserted by such director, officer of controlling 
person in connection with the securities being registered, the 
registrant will, unless in the opinion of its counsel the matter 
has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in 
the Act and will be governed by the final adjudication of such 
issue.

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 Minnetonka, State of Minnesota, on October 7, 1994.

FINGERHUT COMPANIES, INC.

By  /s/ Theodore Deikel
(Chairman of the Board, Chief Executive Officer
and President)

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Theodore Deikel and John 
K. Ellingboe and each of them, his true and lawful 
attorneys-in-fact and agents with full power and substitution and 
resubstitution, for such person and in his name, place and stead, 
in any and all capacities, to sign any and all amendments 
(including post-effective amendments) to this Registration 
Statement, and to file the same, with the Securities and Exchange 
Commission, granting unto said attorneys-in-fact and agents and 
each of them, full power and authority to do and perform each and 
every act and thing requisite or necessary to be done in and 
about the premises, as fully to all intents and purposes and he 
might or could do in person, hereby ratifying and confirming all 
that said attorneys-in-fact and agents, or any of them, or their, 
or his substitute or substitutes, may lawfully do or cause to be 
done by virtue hereof.

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/ Theodore Deikel           Chairman of the Board, Chief       October 7, 1994
Theodore Deikel               Executive Officer and 
                     			      President; and Director 
			                           (Principal Executive Officer)

/s/ Daniel J. McAthie        Senior Vice President, Finance      October 7, 1994
Daniel J. McAthie            and Chief Financial Officer 
			                          (Principal Financial Officer)

/s/ Michael N. Albrecht      Vice President, Corporate           October 7, 1994
Michael N. Albrecht          Controller (Principal Accounting Officer)

/s/ Wendell R. Anderson     Director                             October 4, 1994
Wendell R. Anderson

/s/ Edwin C. Gage           Director                             October 7, 1994
Edwin C. Gage

Stanley S. Hubbard          Director                             October _, 1994

/s/ Rakesh K. Kaul          Director                             October 7, 1994
Rakesh K. Kaul

/s/ Richard M. Kovacevich   Director                             October 4, 1994
Richard M. Kovacevich

/s/ Dudley C. Mecum         Director                             October 6, 1994
Dudley C. Mecum