SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549


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

                           Concepts Direct, Inc.
           (Exact Name of Registrant as Specified in its Charter)

           Delaware                                    52-1781893
 (State or Other Jurisdiction                       (I.R.S. Employer
of Incorporation or Organization)                Identification Number)

       2950 Colorful Avenue                              80504
        Longmont, Colorado                            (Zip Code)
(Address of Principal Executive Offices)


                        2001 Incentive Compensation Plan
                            (Full Title of the Plans)

                                Phillip A. Wiland
                      Chairman and Chief Executive Officer
                              Concepts Direct, Inc.
                              2950 Colorful Avenue
                            Longmont, Colorado 80504
                    (Name and Address of Agent for Service)
                                (303) 772-9171
         (Telephone Number, Including Area Code, of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
                                 Proposed        Proposed
  Title of                        Maximum         Maximum     Amount of
Securities to    Amount to    Offering Price     Aggregate   Registration
be Registered  be Registered     Per Share    Offering Price     Fee

Common Stock,
par value $.10  150,000 (1)       $1.98(2)      $297,000(2)     $74.25
  per share

(1) Pursuant to Rule 416(a), this Registration Statement also registers
    such number of additional securities that may be offered pursuant to
    the terms of the 2001 Incentive Compensation Plan which provide for
    a change in the amount or type of securities being offered or issued
    to prevent dilution as a result of stock splits, stock dividends or
    similar transactions.

(2) Calculated pursuant to Rule 457(h)(1) and Rule 457(c) based upon the
    average of the high and low prices of the Common Stock on the Nasdaq
    SmallCap Market on November 8, 2001, which was $1.98.

                               EXPLANATORY NOTE

     This Registration Statement on Form S-8 is being filed by Concepts
Direct, Inc., a Delaware corporation (the "Registrant"), relating to
150,000 shares of the Registrant's Common Stock, par value $.10 per
share (the "Common Stock"), which may be offered and sold pursuant to
the Registrant's 2001 Incentive Compensation Plan.

                                   PART I
                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not filed as part of this Registration Statement pursuant to
         Note to Part 1 of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not filed as part of this Registration Statement pursuant to
         Note to Part 1 of Form S-8.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents of the Registrant heretofore filed with
the Securities and Exchange Commission (the "Commission") are hereby
incorporated in this Registration Statement by reference:

         (1) The Registrant's Annual Report on Form 10-K for the fiscal
             year ended December 31, 2000;

         (2) The Registrant's Quarterly Reports on Form 10-Q for the
             quarters ended March 31, 2001, June 30, 2001 and September
             30, 2001;

         (3) The description of the Common Stock contained in the
             Registrant's Registration Statement on Form 8-A filed on
             October 27, 1992, including any amendments to such
             Registration Statement hereafter filed; and

         (4) All reports and other documents filed by the Registrant
             since the end of the fiscal year covered by the
             Registrant's document referred to in paragraph (1) above
             pursuant to Sections 13(a) and (c), 14 and 15(d) of the
             Securities Exchange Act of 1934, as amended (the "Exchange
             Act"), prior to the filing of a post-effective amendment
             which indicates that all securities offered hereunder have
             been sold or which deregisters all such 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 reports and
             documents.

Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such earlier statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Company's Certificate of Incorporation, as amended (the
"Certificate of Incorporation"), provides that, to the fullest extent
permitted by Delaware Law, a director of the Company shall not be liable
to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director. Under current Delaware Law, liability of a
director may not be limited (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) in respect of certain unlawful dividend payments
or stock redemptions or repurchases, and (iv) for any transaction from
which the director derives an improper personal benefit.  The effect of
this provision on the Company's Certificate of Incorporation is to
eliminate the rights of the Company and its stockholders (through
stockholders' derivative suits on behalf of the Company) to recover
monetary damages against a director for breach of the fiduciary duty of
care as a director (including breaches resulting from negligent or
grossly negligent behavior) except in the situations described in
clauses (i) through (iv) above. This provision does not limit or
eliminate the rights of the Company or any stockholder to seek
non-monetary relief such as an injunction or rescission in the event of
a breach of a director's duty of care.  In addition, the Company's
Bylaws provide that it shall indemnify its directors, officers,
employees and agents to the fullest extent permitted by Delaware Law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Exhibit Index following signatures.

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:

                  (i)  To include any prospectus required by section
10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");

                 (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 (1)(a)(i) and (1)(a)(ii) of this
section do not apply if 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 Section 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.

             (b)  That, for the purpose of determining any liability
under the Securities Act, 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, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (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.

        (3)  Insofar as indemnification for liabilities arising under
the Securities Act 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 or controlling person 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

     The Registrant.  Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all 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 Longmont, Colorado, on
this 13th day of November, 2001.

                                       Concepts Direct, Inc.

                                       By:  /s/ Phillip A. Wiland
                                       Phillip A. Wiland
                                       Chairman and Chief Executive Officer

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints each of Phillip A.
Wiland and J. Michael Wolfe his or her true and lawful attorney-in-fact
and agent, with full power of substitution, for him or her in his or her
name, and in any and all capacities, to sign all amendments (including
post-effective amendments) to the Registration Statement to which this
power of attorney is attached, and to file all such amendments, and all
exhibits to them and other documents to be filed in connection with
them, and generally to do all things in his or her name in his or her
capacities as officers and directors to enable Concepts Direct, Inc. to
comply with the provisions of the Securities Act of 1933 and all
requirements of the Securities and Exchange Commission.

     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/ Phillip A. Wiland           Chairman and            November 7, 2001
Phillip A. Wiland          Chief Executive Officer
                        (Principal Executive Officer)

/s/ J. Michael Wolfe       Director, President and      November 7, 2001
J. Michael Wolfe       Interim Chief Financial Officer
                     (Principal Financial and Accounting
                                   Officer)

/s/ Virginia B. Bayless            Director             November 7, 2001
Virginia B. Bayless

/s/ Robert L. Burrus, Jr.          Director             November 7, 2001
Robert L. Burrus, Jr.

/s/ Kenneth M. Gassman, Jr.        Director             November 7, 2001
Kenneth M. Gassman, Jr.

/s/ Marshall S. Geller             Director             November 7, 2001
Marshall S. Geller

/s/ Stephen R. Polk                Director             November 7, 2001
Stephen R. Polk


                                EXHIBIT INDEX

    Exhibit Number           Description

         5           Opinion of McGuireWoods LLP
         23.1        Consent of Ernst & Young LLP, Independent Auditors
         23.2        Consent of McGuireWoods LLP (filed as part of Exhibit 5)
         24          Power of Attorney (included on signature page)


                                   EXHIBIT 5


                               November 13, 2001

 The Board of Directors
 Concepts Direct, Inc.
 2950 Colorful Avenue
 Longmont, Colorado 80504

      RE:  Registration Statement on Form S-8

 Ladies and Gentlemen:

      We refer to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities
Act"), on behalf of Concepts Direct, Inc. (the "Company"), relating to
150,000 shares of the Company's Common Stock, par value $.10 per share
(the "Shares"), to be offered and sold pursuant to the Company's 2001
Incentive Compensation Plan (the "Plan").

      We have examined copies, certified or otherwise identified to our
satisfaction, of the Plan and such corporate records and other documents
as we have considered necessary or appropriate for the purposes of this
opinion and have made such inquiries of officers and representatives of
the Company as to factual matters as we have considered relevant and
necessary as a basis for this opinion.  Based on the foregoing and to
the extent the Shares are to be issued by the Company pursuant to the
Plan, we advise you that in our opinion all necessary corporate
proceedings by the Company to authorize such issuance has been duly
taken and that the Shares being registered pursuant to the Registration
Statement, when issued and paid for in accordance with the terms of the
Plan, will be duly authorized, validly issued, fully paid and
nonassessable.

      We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.  This consent is not to be construed as an
admission that we are persons whose consent is to be filed with the
Registration Statement under the provisions of the Securities Act.

                                 Very truly yours,

                                 /s/ McGuireWoods LLP



                                 EXHIBIT 23.1

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Concepts Direct, Inc. 2001
Incentive Compensation Plan of our report dated February 16, 2001, with
respect to the financial statements and schedule of Concepts Direct,
Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 2000, filed with the Securities and Exchange Commission.


                                       /s/ Ernst & Young LLP

Denver, Colorado
November 13, 2001