As filed with the Securities and Exchange Commission
                               on April 13, 2000
                         Registration No. _____________
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                               SHOP AT HOME, INC.
             (Exact name of registrant as specified in its charter)


Tennessee                                                  62-1282758
(State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                      Identification No.)

                           5388 Hickory Hollow Parkway
                            Antioch, Tennessee 37013
               (Address of Principal Executive Offices)(Zip Code)

               SHOP AT HOME, INC. 1999 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)


George J. Phillips, Executive                 Copy to: C. Michael Norton, Esq.
Vice President and General Counsel            Wyatt, Tarrant & Combs
Shop At Home, Inc.                            Nashville City Center
5333 Hickory Hollow Parkway                   511 Union Street, Suite 1500
Antioch, Tennessee 37013                      (615)244-0020
(615)263-8000

 (Name, address and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                 Proposed          Proposed
Title of                         maximum           maximum
securities      Amount           offering          aggregate     Amount of
to be           to be            price             offering      registration
registered      registered(1)    per share(2)      price(2)      fee
----------     --------------   -------------     ---------     --------------

Common Stock     3,000,000        $7.28125       $21,843,750       $5,766.75
$.0025 par value

(1) The Registrant also registers hereby such indeterminate number of additional
shares as may be required to cover  antidilutive  adjustments  under the Shop At
Home, Inc. 1999 Stock Option Plan.

(2) Estimated  solely for the purpose of computing the registration fee pursuant
to Rule  457(h)(1),  based  on the  average  of the high  and low  sales  prices
reported for the common stock on the Nasdaq National Market on April 6, 2000.





<PAGE>



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference.

The Registrant hereby  incorporates the following documents in this Registration
Statement:

A.       The Registrant's Annual Report on Form 10-K/A for the fiscal year ended
         June 30, 1999,  filed with the  Securities  and Exchange  Commission on
         October 28, 1999;

B.       The  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
         September 30, 1999, filed with the Commission on October 29, 1999;

C.       The  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
         December 31, 1999, filed with the Commission on February 2, 2000;

D.       The Registrant's Current Report on Form 8-K,  filed with the Commission
         on March 15, 2000; and

E.       The  description  of  the  Common  Stock,  $.0025  par  value,  of  the
         Registrant contained in a registration statement on Form 8-A filed with
         the  Commission on February 22, 1995, and any amendment or report filed
         for the purpose of updating such description.

All documents  subsequently filed by the Registrant  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
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.

Section 6.6 of the  Registrant's  Bylaws require the Registrant to indemnify its
officers, directors,  employees and/or agents to the maximum extent permitted by
the Tennessee Business  Corporation Act. The circumstances under which Tennessee
law requires or permits a  corporation  to indemnify  its  directors,  officers,
employees and/or agents are set forth at T.C.A. Sections 48-18-501 et seq.

Generally,  under T.C.A. Sections 48-18-501 et seq., a corporation may indemnify
an  individual  made a party to a  proceeding  because  he is or was a  director
against liability incurred in the proceeding if (a) he conducted himself in good
faith,  and (b) he  reasonably  believed in the case of conduct in his  official
capacity with the corporation,  that his conduct was in its best interests; and,
in all  other  cases,  that his  conduct  was at least not  opposed  to its best
interests; and (c) in the case of any criminal proceeding,  he had no reasonable
cause to believe his conduct was  unlawful.  A  corporation  may not indemnify a
director:  (a)  in  connection  with a  proceeding  by or in  the  right  of the
corporation in which the director was adjudged liable to the corporation; or (b)
in connection with any other proceeding  charging  improper  personal benefit to
him, whether or not involving action in his official  capacity,  in which he was
adjudged  liable on the basis that personal  benefit was improperly  received by
him.  Indemnification  permitted in  connection  with a proceeding  by or in the
right  of  the  corporation  is  limited  to  reasonable  expenses  incurred  in
connection with the proceeding.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

The  exhibits  listed  on  the  Exhibit  Index  appearing  on  page  6  of  this
Registration Statement are hereby incorporated by reference.

ITEM 9. UNDERTAKINGS.

1.  The undersigned Registrant hereby undertakes:

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

                  [1] To include any  prospectus required by Section 10(a)(3) of
         the Act;

                  [2] 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;

                  [3] To include any  material  information  with respect to the
         plan of  distribution  not  previously  disclosed  in the  Registration
         Statement  or  any  material   change  to  such   information   in  the
         Registration Statement;

         PROVIDED,  HOWEVER,  that paragraphs  1.A[1] and 1.A[2] do not apply if
         the information  required to be included in a post-effective  amendment
         by those  paragraphs  is  contained  in periodic  reports  filed by the
         Registrant  pursuant to Section 13 or Section  15(d) of the  Securities
         Exchange  Act  of  1934  that  are  incorporated  by  reference  in the
         Registration Statement.

         B.  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.

         C. 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.

2.  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 Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.



<PAGE>


3.  Insofar as indemnification for liabilities  arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant,  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 or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent, submit to a court of appropriate jurisdiction the question of 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 Nashville, State of Tennessee, on April 12, 2000.

SHOP AT HOME, INC.

By /S/ KENT E. LILLIE
President and Chief Executive Officer

 KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature appears below
constitutes  and  appoints  Kent E. Lillie and George J.  Phillips,  and each of
them,  with the  power to act  without  the  other,  his or her true and  lawful
attorney-in-facts   and   agents,   with   full   power  of   substitution   and
resubstitution,  for him or her, and in his or her 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 all
exhibits  thereto,  and  other  documents  in  connection  therewith,  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  and  necessary  to be done  in and  about  the
premises,  as fully and to all intents and  purposes as he or she might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  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  on Form S-8 has been  signed  below by the  following  persons in the
capacities and on the dates indicated:

SIGNATURE                  TITLE                                  DATE

/S/ KENT E. LILLIE         President, and Chief Executive        April 13, 2000
 Kent E. Lillie            Officer (Principal Executive
                           Officer), and Director

/S/ARTHUR D. TEK           Executive Vice President and Chief    April 13, 2000
Arthur D. Tek              Financial Officer (Principal
                           Financial Officer)

/S/R. STEVEN CHADWELL      Vice President of Finance             April 13, 2000
R. Steven Chadwell         (Principal Accounting Officer)

/S/ J.D. CLINTON           Chairman of the Board of Directors    April 13, 2000
J.D. Clinton

/S/ A.E. JOLLEY            Director                              April 13, 2000
A.E. Jolley

/S/JOSEPH I. OVERHOLT      Director                              April 13, 2000
Joseph I. Overholt

/S/FRANK A. WOODS          Director                              April 13, 2000
Frank A. Woods

/S/ J. DANIEL SULLIVAN     Director                              April 13, 2000
J. Daniel Sullivan



<PAGE>


EXHIBIT INDEX

4.4      Specimen of Preferred  Stock  certificate,  filed as Exhibit 4.9 to the
         Company's  Amendment  No. 1 to the  Registration  Statement on Form S-4
         filed with the Commission on January 20,1995,and incorporated herein by
         this reference.

4.6      Form of Trust Indenture with PNC Bank,  N.A., as Trustee with regard to
         the 11% Secured Notes due 2005,  containing specimen of the Note, filed
         as Exhibit 4.6 to the  Company's  Amendment  No. 2 to the  Registration
         Statement on Form S-1 filed with the  Commission on March 21, 1998, and
         incorporated herein by this reference.

4.7      Form of  Security  and Pledge  Agreement,  filed as Exhibit  4.7 to the
         Company's  Amendment  No.  2 to  the  Registration  Statement  on  Form
         S-1filed with the Commission on March21,1998,and incorporated herein by
         this reference.

4.8      1999 Employee Stock Option  Plan, filed as Exhibit  10.53 to the Annual
         Report on Form 10-K filed  August 31,  1999, and incorporated herein by
         this reference.

5*       Opinion of Wyatt, Tarrant & Combs as to legality

23.1     Consent of Wyatt, Tarrant & Combs (included as a part of Exhibit 5)

23.2     Consent of PricewaterhouseCoopers LLP, Independent Auditors

24       Power of attorney (included with signatures)



<PAGE>


EXHIBIT 5

WYATT, TARRANT & COMBS

Suite 1500
Nashville City Center
Nashville, Tennessee 37219

615-244-0020
FAX 615-256-1726

April 13, 2000

Shop at Home, Inc.
5388 Hickory Hollow Parkway
Antioch, Tennessee 37013

Re: Registration Statement on Form S-8

Gentlemen:

We refer to the Registration  Statement (the  "Registration  Statement") on Form
S-8, filed today by Shop At Home, Inc. (the "Company"),  with the Securities and
Exchange Commission,  for the purpose of registering under the Securities Act of
1933 an aggregate of 3,000,000  shares (the  "Shares") of the Common Stock,  par
value $.0025 per share, of the Company being offered to certain employees of the
Company pursuant to the Company's 1999 Stock Option Plan (the "Plan").

In connection with the foregoing registration,  we have acted as counsel for the
Company and have examined originals, or copies certified to our satisfaction, of
such corporate  records of the Company,  certificates of public  officials,  and
representatives  of the Company,  and other documents as we deemed  necessary to
deliver the opinion expressed below.

Based upon the  foregoing,  and having regard for legal  considerations  that we
deem relevant,  it is our opinion that the Shares will be, when and if issued in
accordance with the Plan, duly  authorized,  validly issued,  and fully paid and
non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.  In giving this  consent,  we do not thereby admit that we are within
the category of persons whose consent is required  under Section 7 of the Act or
the rules and regulations of the Securities and Exchange Commission thereunder.

Sincerely,


/s/ Wyatt, Tarrant & Combs




<PAGE>


EXHIBIT 23.2

           CONSENT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8)  pertaining to the Shop At Home,  Inc. 1999 Employee  Stock Option Plan, of
our report  dated August 27, 1999,  with respect to the  consolidated  financial
statements  and  schedule of Shop At Home,  Inc.  included in its Annual  Report
(Form 10- K/A) for the year ended June 30, 1999,  filed with the  Securities and
Exchange Commission.


                          /s/PricewaterhouseCoopers LLP

           Nashville, Tennessee
           April 13, 2000
[{"type": "S-8", "sequence": "1", "description": "SHOP AT HOME, INC. FORM S-8", "secsgml_size_bytes": 16685}]
{"company-data": {"conformed-name": "SHOP AT HOME INC /TN/", "cik": "0000810029", "assigned-sic": "5961", "irs-number": "621282758", "state-of-incorporation": "TN", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34680", "film-number": "600138"}, "business-address": {"street1": "53888 HICKORY HALLOW PARKWAY", "street2": "PO BOX 305249", "city": "NASHVILLE", "state": "TN", "zip": "37230-5249", "phone": "6152638000"}, "mail-address": {"street1": "5388 HICKERY HOLLOW PARKWAY", "street2": "PO BOX 305249", "city": "NASHVILLE", "state": "TN", "zip": "37230-5249"}}
As filed with the Securities and Exchange Commission
                               on April 13, 2000
                         Registration No. _____________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           --------------------------

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                               SHOP AT HOME, INC.
             (Exact name of registrant as specified in its charter)

Tennessee                                                  62-1282758
(State or other jurisdiction                            (I.R.S. Employer
of incorporation or organization)                      Identification No.)

                           5388 Hickory Hollow Parkway
                            Antioch, Tennessee 37013
               (Address of Principal Executive Offices)(Zip Code)

               SHOP AT HOME, INC. 1999 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

George J. Phillips, Executive                 Copy to: C. Michael Norton, Esq.
Vice President and General Counsel            Wyatt, Tarrant & Combs
Shop At Home, Inc.                            Nashville City Center
5333 Hickory Hollow Parkway                   511 Union Street, Suite 1500
Antioch, Tennessee 37013                      (615)244-0020
(615)263-8000

 (Name, address and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                 Proposed          Proposed
Title of                         maximum           maximum
securities      Amount           offering          aggregate     Amount of
to be           to be            price             offering      registration
registered      registered(1)    per share(2)      price(2)      fee
----------     --------------   -------------     ---------     --------------

Common Stock     3,000,000        $7.28125       $21,843,750       $5,766.75
$.0025 par value

(1) The Registrant also registers hereby such indeterminate number of additional
shares as may be required to cover  antidilutive  adjustments  under the Shop At
Home, Inc. 1999 Stock Option Plan.

(2) Estimated  solely for the purpose of computing the registration fee pursuant
to Rule  457(h)(1),  based  on the  average  of the high  and low  sales  prices
reported for the common stock on the Nasdaq National Market on April 6, 2000.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference.

The Registrant hereby  incorporates the following documents in this Registration
Statement:

A.       The Registrant's Annual Report on Form 10-K/A for the fiscal year ended
         June 30, 1999,  filed with the  Securities  and Exchange  Commission on
         October 28, 1999;

B.       The  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
         September 30, 1999, filed with the Commission on October 29, 1999;

C.       The  Registrant's  Quarterly  Report on Form 10-Q for the quarter ended
         December 31, 1999, filed with the Commission on February 2, 2000;

D.       The Registrant's Current Report on Form 8-K,  filed with the Commission
         on March 15, 2000; and

E.       The  description  of  the  Common  Stock,  $.0025  par  value,  of  the
         Registrant contained in a registration statement on Form 8-A filed with
         the  Commission on February 22, 1995, and any amendment or report filed
         for the purpose of updating such description.

All documents  subsequently filed by the Registrant  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
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.

Section 6.6 of the  Registrant's  Bylaws require the Registrant to indemnify its
officers, directors,  employees and/or agents to the maximum extent permitted by
the Tennessee Business  Corporation Act. The circumstances under which Tennessee
law requires or permits a  corporation  to indemnify  its  directors,  officers,
employees and/or agents are set forth at T.C.A. Sections 48-18-501 et seq.

Generally,  under T.C.A. Sections 48-18-501 et seq., a corporation may indemnify
an  individual  made a party to a  proceeding  because  he is or was a  director
against liability incurred in the proceeding if (a) he conducted himself in good
faith,  and (b) he  reasonably  believed in the case of conduct in his  official
capacity with the corporation,  that his conduct was in its best interests; and,
in all  other  cases,  that his  conduct  was at least not  opposed  to its best
interests; and (c) in the case of any criminal proceeding,  he had no reasonable
cause to believe his conduct was  unlawful.  A  corporation  may not indemnify a
director:  (a)  in  connection  with a  proceeding  by or in  the  right  of the
corporation in which the director was adjudged liable to the corporation; or (b)
in connection with any other proceeding  charging  improper  personal benefit to
him, whether or not involving action in his official  capacity,  in which he was
adjudged  liable on the basis that personal  benefit was improperly  received by
him.  Indemnification  permitted in  connection  with a proceeding  by or in the
right  of  the  corporation  is  limited  to  reasonable  expenses  incurred  in
connection with the proceeding.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

The  exhibits  listed  on  the  Exhibit  Index  appearing  on  page  6  of  this
Registration Statement are hereby incorporated by reference.

ITEM 9. UNDERTAKINGS.

1.  The undersigned Registrant hereby undertakes:

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

                  [1] To include any  prospectus required by Section 10(a)(3) of
         the Act;

                  [2] 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;

                  [3] To include any  material  information  with respect to the
         plan of  distribution  not  previously  disclosed  in the  Registration
         Statement  or  any  material   change  to  such   information   in  the
         Registration Statement;

         PROVIDED,  HOWEVER,  that paragraphs  1.A[1] and 1.A[2] do not apply if
         the information  required to be included in a post-effective  amendment
         by those  paragraphs  is  contained  in periodic  reports  filed by the
         Registrant  pursuant to Section 13 or Section  15(d) of the  Securities
         Exchange  Act  of  1934  that  are  incorporated  by  reference  in the
         Registration Statement.

         B.  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.

         C. 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.

2.  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 Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3.  Insofar as indemnification for liabilities  arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant,  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 or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent, submit to a court of appropriate jurisdiction the question of 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 Nashville, State of Tennessee, on April 12, 2000.

SHOP AT HOME, INC.

By /S/ KENT E. LILLIE
President and Chief Executive Officer

 KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature appears below
constitutes  and  appoints  Kent E. Lillie and George J.  Phillips,  and each of
them,  with the  power to act  without  the  other,  his or her true and  lawful
attorney-in-facts   and   agents,   with   full   power  of   substitution   and
resubstitution,  for him or her, and in his or her 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 all
exhibits  thereto,  and  other  documents  in  connection  therewith,  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  and  necessary  to be done  in and  about  the
premises,  as fully and to all intents and  purposes as he or she might or could
do in person,  hereby  ratifying and confirming all that said  attorneys-in-fact
and agents,  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  on Form S-8 has been  signed  below by the  following  persons in the
capacities and on the dates indicated:

SIGNATURE                  TITLE                                  DATE

/S/ KENT E. LILLIE         President, and Chief Executive        April 13, 2000
 Kent E. Lillie            Officer (Principal Executive
                           Officer), and Director

/S/ARTHUR D. TEK           Executive Vice President and Chief    April 13, 2000
Arthur D. Tek              Financial Officer (Principal
                           Financial Officer)

/S/R. STEVEN CHADWELL      Vice President of Finance             April 13, 2000
R. Steven Chadwell         (Principal Accounting Officer)

/S/ J.D. CLINTON           Chairman of the Board of Directors    April 13, 2000
J.D. Clinton

/S/ A.E. JOLLEY            Director                              April 13, 2000
A.E. Jolley

/S/JOSEPH I. OVERHOLT      Director                              April 13, 2000
Joseph I. Overholt

/S/FRANK A. WOODS          Director                              April 13, 2000
Frank A. Woods

/S/ J. DANIEL SULLIVAN     Director                              April 13, 2000
J. Daniel Sullivan
EXHIBIT INDEX

4.4      Specimen of Preferred  Stock  certificate,  filed as Exhibit 4.9 to the
         Company's  Amendment  No. 1 to the  Registration  Statement on Form S-4
         filed with the Commission on January 20,1995,and incorporated herein by
         this reference.

4.6      Form of Trust Indenture with PNC Bank,  N.A., as Trustee with regard to
         the 11% Secured Notes due 2005,  containing specimen of the Note, filed
         as Exhibit 4.6 to the  Company's  Amendment  No. 2 to the  Registration
         Statement on Form S-1 filed with the  Commission on March 21, 1998, and
         incorporated herein by this reference.

4.7      Form of  Security  and Pledge  Agreement,  filed as Exhibit  4.7 to the
         Company's  Amendment  No.  2 to  the  Registration  Statement  on  Form
         S-1filed with the Commission on March21,1998,and incorporated herein by
         this reference.

4.8      1999 Employee Stock Option  Plan, filed as Exhibit  10.53 to the Annual
         Report on Form 10-K filed  August 31,  1999, and incorporated herein by
         this reference.

5*       Opinion of Wyatt, Tarrant & Combs as to legality

23.1     Consent of Wyatt, Tarrant & Combs (included as a part of Exhibit 5)

23.2     Consent of PricewaterhouseCoopers LLP, Independent Auditors

24       Power of attorney (included with signatures)
EXHIBIT 5

WYATT, TARRANT & COMBS

Suite 1500
Nashville City Center
Nashville, Tennessee 37219

615-244-0020
FAX 615-256-1726

April 13, 2000

Shop at Home, Inc.
5388 Hickory Hollow Parkway
Antioch, Tennessee 37013

Re: Registration Statement on Form S-8

Gentlemen:

We refer to the Registration  Statement (the  "Registration  Statement") on Form
S-8, filed today by Shop At Home, Inc. (the "Company"),  with the Securities and
Exchange Commission,  for the purpose of registering under the Securities Act of
1933 an aggregate of 3,000,000  shares (the  "Shares") of the Common Stock,  par
value $.0025 per share, of the Company being offered to certain employees of the
Company pursuant to the Company's 1999 Stock Option Plan (the "Plan").

In connection with the foregoing registration,  we have acted as counsel for the
Company and have examined originals, or copies certified to our satisfaction, of
such corporate  records of the Company,  certificates of public  officials,  and
representatives  of the Company,  and other documents as we deemed  necessary to
deliver the opinion expressed below.

Based upon the  foregoing,  and having regard for legal  considerations  that we
deem relevant,  it is our opinion that the Shares will be, when and if issued in
accordance with the Plan, duly  authorized,  validly issued,  and fully paid and
non-assessable.

We hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.  In giving this  consent,  we do not thereby admit that we are within
the category of persons whose consent is required  under Section 7 of the Act or
the rules and regulations of the Securities and Exchange Commission thereunder.

Sincerely,

/s/ Wyatt, Tarrant & Combs
EXHIBIT 23.2

           CONSENT OF PRICEWATERHOUSECOOPERS LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8)  pertaining to the Shop At Home,  Inc. 1999 Employee  Stock Option Plan, of
our report  dated August 27, 1999,  with respect to the  consolidated  financial
statements  and  schedule of Shop At Home,  Inc.  included in its Annual  Report
(Form 10- K/A) for the year ended June 30, 1999,  filed with the  Securities and
Exchange Commission.

                          /s/PricewaterhouseCoopers LLP

           Nashville, Tennessee
           April 13, 2000