<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
VALUEVISION INTERNATIONAL, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
92047K10
(CUSIP Number)
Montgomery Ward & Co., Incorporated
Montgomery Ward Plaza
Chicago, Illinois 60671
ATTN: John L. Workman
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 15, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this Schedule
because of Rule 13d-1(b)(3) or (4), check the following
box.
Check the following box if a fee is being paid with the
statement. (A fee is not required only if the
Reporting Person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note. Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1 (a) for other parties to whom copies are to be
sent.
(Continued on following pages)
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___________________________
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form
with respect to the subject class of securities, and
for any subsequent amendment containing information
which would alter disclosures provided in a prior
cover page.
The information required on the remainder of this
cover page shall not be deemed to be "filed" for the
purpose of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however,
see the Notes). <PAGE>
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_____________________________________________________________________
1. Name of Reporting Person:
Montgomery Ward & Co., Incorporated
_____________________________________________________________________
2. Check the Appropriate Box if a Member of a Group:
(a)
(b) X
_____________________________________________________________________
3. SEC Use Only
_____________________________________________________________________
4. Source of Funds: WC
_____________________________________________________________________
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
_____________________________________________________________________
6. Citizenship or Place of Organization: Illinois
_____________________________________________________________________
7. Sole Voting Power: 0
Number of _____________________________________________
Shares
Beneficially 8. Shared Voting Power: 0
Owned By _____________________________________________
Each
Reporting 9. Sole Dispositive Power: 0
Person _____________________________________________
With
10. Shared Dispositive Power: 0
_____________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0
_____________________________________________________________________
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
_____________________________________________________________________
13. Percent of Class Represented by Amount in Row (11): 0.0%
_____________________________________________________________________
14. Type of Reporting Person: CO
_____________________________________________________________________ <PAGE>
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_____________________________________________________________________
1. Name of Reporting Person:
Montgomery Ward Holding Corp.
_____________________________________________________________________
2. Check the Appropriate Box if a Member of a Group: (a)
(b) X
_____________________________________________________________________
3. SEC Use Only
_____________________________________________________________________
4. Source of Funds: WC
_____________________________________________________________________
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f):
_____________________________________________________________________
6. Citizenship or Place of Organization: Delaware
_____________________________________________________________________
7. Sole Voting Power: 0
_____________________________________________
Number of
Shares 8. Shared Voting Power: 0
Beneficially
Owned By _____________________________________________
Each
Reporting 9. Sole Dispositive Power: 0
Person
With _____________________________________________
10. Shared Dispositive Power: 0
_____________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
0.0%
_____________________________________________________________________
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares:
_____________________________________________________________________
13. Percent of Class Represented by Amount in Row (11): 16.1% (But
see Items 4 and 5)
_____________________________________________________________________
14. Type of Reporting Person: CO
_____________________________________________________________________
(1) Solely in its capacity as the sole stockholder of Montgomery
Ward & Co., Incorporated, an Illinois corporation. <PAGE>
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This statement constitutes Amendment No. 6 to the Statement on
Schedule 13D (the "Schedule 13D") filed March 22, 1995 by Montgomery
Ward & Co., Incorporated, an Illinois corporation, and Montgomery
Ward Holding Corp., a Delaware corporation in connection with the
beneficial ownership of shares of common stock, $.01 par value, of
ValueVision International, Inc., a Minnesota corporation.
Capitalized terms used herein but not otherwise defined herein shall
have the meanings ascribed thereto in the Schedule 13D, as amended
through Amendment No. 5 thereto.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and restated by adding after the
thirteenth paragraph thereof the following:
On January 15, 1998, the restructuring of the relationship
between the Company and MW was consummated. In connection therewith,
on that date MW returned to the Company all of the New Warrants held
by MW, and the Company acquired from MW all of the Purchased Shares
for an aggregate consideration of $4,864,000. Also in connection
therewith, MW's rights to designate a director of the Company
terminates (in expectation of which, Mr. Workman had previously
resigned as a director of the Company).
Item 5. Interests in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
(a) MW beneficially owns (pursuant to Rule 13d-3 promulgated
under the Securities Exchange Act of 1934, as amended) directly 0
Shares, which constitutes 0.0% of the Shares outstanding. Holding,
through its relationship with MW, now also beneficially owns 0
Shares.
(b) Neither MW nor Holding has the power to vote or direct
the vote of, or the power to dispose or direct the disposition of,
any Shares.
(c) Except as set forth above, the Reporting Persons do not
beneficially own any Shares and, except as set forth herein, have
effected no transactions in Shares during the preceding 60 days.
(d) Not Applicable.
(e) The Reporting Persons ceased to be the beneficial owners
of more than five percent of the Shares on January 15, 1998. <PAGE>
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: January 16, 1998
MONTGOMERY WARD & CO., INCORPORATED
By: /s/ JOHN L. WORKMAN
John L. Workman, Executive Vice
President
MONTGOMERY WARD HOLDING CORP.
By: /s/ JOHN L. WORKMAN
John L. Workman, Executive Vice
President <PAGE>
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EXHIBIT A
Pursuant to Rule 13d-1(f)(1)(iii) of Regulation 13D-G of the
General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, the
undersigned agree that the statement to which this Exhibit is
attached is filed on behalf of each of them in the capacities set
forth herein below.
Dated: January 16, 1998
MONTGOMERY WARD & MONTGOMERY WARD HOLDING CORP.
CO., INCORPORATED
By: /s/ JOHN L. WORKMAN By: /s/ JOHN L. WORKMAN
John L. Workman, John L. Workman,
Executive Vice President Executive Vice President<PAGE>
