JASON H. SILVERA 633 West Fifth Street, Suite 4000
Direct Dial: (213) 891-8828 Los Angeles, California 90071-2007
jason.silvera@lw.com Tel: (213) 485-1234 Fax: (213) 891-8763
www.lw.com
LATHAM & WATKINS LLP FIRM / AFFILIATE OFFICES
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December 21, 2005 Hamburg San Diego
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Via EDGAR and Federal Express
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: H. Christopher Owings
Kurt Murao
Peggy Kim
Re: ValueVision Media, Inc.
Amendment No. 2 to Registration Statement on Form S-3 filed
December 21, 2005
Registration No. 333-127040
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Ladies and Gentlemen:
ValueVision Media, Inc. ("ValueVision") has electronically filed with the
Securities and Exchange Commission Amendment No. 2 to the above-referenced
Registration Statement. Amendment No. 2 reflects certain changes to the selling
shareholder information from the above-referenced Registration Statement.
We have also enclosed with the paper copy of this letter a copy of
Amendment No. 2 (including a copy marked to show changes from Amendment No. 1 to
the Registration Statement).
Set forth below are ValueVision's responses to the comments of the Staff of
the Commission made in the comment letter dated October 7, 2005. For your
convenience, we have provided each of the numbered comments (in italics)
followed by the response.
1. We note your response to comment 3 in our letter dated August 17, 2005.
Please revise your disclosure to identify the selling shareholders who are
affiliates of broker dealers and state that these selling stockholders
purchased in the ordinary course of business and at the time of the
purchase of the securities to be resold the selling stockholders had no
agreements or understandings, directly or indirectly, with any person to
distribute the securities.
ValueVision has revised the Registration Statement to include the requested
disclosure.
We are grateful for your continued cooperation in expediting this process.
If you have any questions with respect to this letter, or if you require
additional information, please contact the undersigned at (213) 891-8828 or
James Beaubien at (213) 891-8680.
Very truly yours,
/s/ Jason H. Silvera
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Jason H. Silvera
of LATHAM & WATKINS LLP
cc: Nathan E. Fagre
James P. Beaubien