As filed with the Securities and Exchange Commission on April 30, 1996
                                
                                         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. 1995 Long-Term Incentive and Stock Option Plan
                   (Full Title of the Plan)
                               
                        _______________                 
                               
                    L. Carol Brockman, Esq.
                   Fingerhut Companies, Inc.
                        4400 Baker Road
                  Minnetonka, Minnesota 55343
            (Name and address of agent for service)
                               
                        (612) 933-3222
            (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         Registration
to be           Registered  Per Share (1)      Offering Price    Fee
Registered
- -----------------------------------------------------------------------------
Common Stock,   2,250,000     $13.125          $29,531,250      $10,183.19
par value $.01  shares(2)
per share
- -----------------------------------------------------------------------------
(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
April 26, 1996.

(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. 1995 Long-Term Incentive and Stock Option 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 29, 1995;

     b.   The Registrant's Current Report on Form 8-K dated April
     18, 1996; 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  147,300
shares  of  Common  Stock  of the Registrant,  including  122,500
shares that he has the right to acquire through exercise of stock
options.   Mr.  Ellingboe  is  a  participant  in  the  Fingerhut
Companies, Inc. 1995 Long-Term Incentive and Stock Option Plan.
     
Item 6. Indemnification of Directors and Officers.

       Section 521 of the Minnesota Business Corporation Act (the
"MBCA")  (Minn.  Stat. 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. 1995 Long-
                          Term  Incentive  and  Stock  Option
                          Plan (Incorporated by reference  to
                          Exhibit 10.i to Registrant's Annual
                          Report  on Form 10-K (File  No.  1-
                          8668)  for  the fiscal  year  ended
                          December 29, 1995).
                    
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.  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
    percent  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 (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 April 30, 1996.



                                   FINGERHUT COMPANIES, INC.
                                
                                
                                      
                                   By: /s/ Theodore Deikel
                                      ------------------------
                                        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  L.
Carol   Brockman   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,   April 30, 1996
    -----------------    Chief Executive Officer
    Theodore Deikel      and President; and
                         Director (Principal
                         Executive Officer)
                         
                         
/s/ Peter G. Michielutti  Senior  Vice President,   April 30, 1996
- ------------------------  Chief Financial Officer
 Peter G. Michielutti     (Principal Financial
                          Officer)
                         
/s/ Thomas C. Vogt        Corporate Controller      April 30, 1996
- ------------------------  (Principal Accounting   
  Thomas C. Vogt          Officer)
                         
/s/ Wendell R. Anderson   Director                  April 29, 1996
- -------------------------  
  Wendell R. Anderson

_______________________  Director                   April ___, 1996
  Edwin C. Gage                             
           
/s/ Stanley S. Hubbard   Director                   April 30, 1996
- -----------------------
  Stanley S. Hubbard
           
/s/ Richard M. Kovacevich  Director                 April 29, 1996
- -------------------------
 Richard M. Kovacevich
           
/s/ Dudley C. Mecum      Director                   April 30, 1996
- ------------------------
  Dudley C. Mecum
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17189}]
{"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": "333-03005", "film-number": "96554007"}, "business-address": {"street1": "4400 BAKER RD", "city": "MINNETONKA", "state": "MN", "zip": "55343", "phone": "6129323100"}, "mail-address": {"street2": "4400 BAKER ROAD", "city": "MINNETONKA", "state": "MN", "zip": "55343"}}
As filed with the Securities and Exchange Commission on April 30, 1996
                                
                                         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. 1995 Long-Term Incentive and Stock Option Plan
                   (Full Title of the Plan)
                               
                        _______________                 
                               
                    L. Carol Brockman, Esq.
                   Fingerhut Companies, Inc.
                        4400 Baker Road
                  Minnetonka, Minnesota 55343
            (Name and address of agent for service)
                               
                        (612) 933-3222
            (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         Registration
to be           Registered  Per Share (1)      Offering Price    Fee
Registered
- -----------------------------------------------------------------------------
Common Stock,   2,250,000     $13.125          $29,531,250      $10,183.19
par value $.01  shares(2)
per share
- -----------------------------------------------------------------------------
(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
April 26, 1996.

(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. 1995 Long-Term Incentive and Stock Option 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 29, 1995;

     b.   The Registrant's Current Report on Form 8-K dated April
     18, 1996; 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  147,300
shares  of  Common  Stock  of the Registrant,  including  122,500
shares that he has the right to acquire through exercise of stock
options.   Mr.  Ellingboe  is  a  participant  in  the  Fingerhut
Companies, Inc. 1995 Long-Term Incentive and Stock Option Plan.
     
Item 6. Indemnification of Directors and Officers.

       Section 521 of the Minnesota Business Corporation Act (the
"MBCA")  (Minn.  Stat. 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. 1995 Long-
                          Term  Incentive  and  Stock  Option
                          Plan (Incorporated by reference  to
                          Exhibit 10.i to Registrant's Annual
                          Report  on Form 10-K (File  No.  1-
                          8668)  for  the fiscal  year  ended
                          December 29, 1995).
                    
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.  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
    percent  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 (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 April 30, 1996.

                                   FINGERHUT COMPANIES, INC.
                                
                                
                                      
                                   By: /s/ Theodore Deikel
                                      ------------------------
                                        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  L.
Carol   Brockman   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,   April 30, 1996
    -----------------    Chief Executive Officer
    Theodore Deikel      and President; and
                         Director (Principal
                         Executive Officer)
                         
                         
/s/ Peter G. Michielutti  Senior  Vice President,   April 30, 1996
- ------------------------  Chief Financial Officer
 Peter G. Michielutti     (Principal Financial
                          Officer)
                         
/s/ Thomas C. Vogt        Corporate Controller      April 30, 1996
- ------------------------  (Principal Accounting   
  Thomas C. Vogt          Officer)
                         
/s/ Wendell R. Anderson   Director                  April 29, 1996
- -------------------------  
  Wendell R. Anderson

_______________________  Director                   April ___, 1996
  Edwin C. Gage                             
           
/s/ Stanley S. Hubbard   Director                   April 30, 1996
- -----------------------
  Stanley S. Hubbard
           
/s/ Richard M. Kovacevich  Director                 April 29, 1996
- -------------------------
 Richard M. Kovacevich
           
/s/ Dudley C. Mecum      Director                   April 30, 1996
- ------------------------
  Dudley C. Mecum