AMENDMENT dated as of
October 25, 1996 (this "Amendment"), to
the Stock Option and Value Appreciation
Rights Agreement dated as of March 21, 1994
(the "Option Agreement"), between FINGERHUT
COMPANIES, INC., a Minnesota corporation (the
"Company"), and RONALD N. ZEBECK, an
individual resident of Minnesota
("Employee").


          WHEREAS, there is a good-faith dispute between the
Company and Employee regarding the number of options granted
to Employee pursuant to the Option Agreement; and

          WHEREAS, the parties desire to enter into this
Amendment to resolve such dispute.

          NOW, THEREFORE, in consideration of the mutual
covenants contained herein and other good and valuable
consideration, the parties hereto agree as follows:

          SECTION 1.  Certain Amendments to the Option
Agreement.  (a) The definition of the term "Vested
Percentage" in Article I of the Option Agreement is hereby
amended by replacing the table contained in such definition
with the following:

                              
Time                          Vested Percentage
                              
One year or more              25%
                              
Two years or more             50%
                              
Three years or more        73.74%
                              
Four years or more         97.49%
                              
Five years or more        100.00%


          (b) Section 3.01 of the Option Agreement is hereby
amended by replacing the phrase "issued and outstanding
immediately before the Public Event" in the first sentence
of such Section 3.01 with the phrase "issued and outstanding
immediately after the Public Event".

          (c) Section 3.02 of the Option Agreement is hereby
amended by deleting subsection (b) thereof in its entirety.
Section 3.02(a) shall remain in full force and effect.

          SECTION 2.  Effective Date.  This Amendment shall
become effective on the date (the "Effective Date") on which
the Public Event occurs.

          SECTION 3.  Option Agreement; Terms.  Except for
the amendments expressly entered into pursuant to this
Amendment, the Option Agreement shall continue in full force
and effect in accordance with the provisions thereof on the
date hereof.  This Amendment shall apply and be effective
only with respect to the provisions of the Option Agreement
specifically amended or modified hereby.  As used in the
Option Agreement, the terms "Agreement", "this Agreement",
"herein", "hereinafter", "hereunder", "hereto" and words of
similar import shall mean from and after the Effective Date,
unless the context otherwise specifically requires, the
Option Agreement as amended or modified by this Amendment.

          SECTION 4.  Termination of Side Letter.  Effective
immediately upon the effectiveness of this Amendment, that
certain side letter dated March 8, 1996 from John Ellingboe
to Ronald Zebeck shall be terminated and have no further
force or effect.

          SECTION 5.  Applicable Law.  This Amendment shall
be governed by and construed in accordance with the laws of
the State of Minnesota.

          SECTION 6.  Counterparts.  This Amendment may be
executed in two counterparts, each of which shall constitute
an original, but all of which when taken together shall
constitute but one instrument.

          SECTION 7.  Headings.  The headings of this
Amendment are for the purposes of reference only and shall
not limit or otherwise affect the meaning hereof.


          IN WITNESS WHEREOF, the Company and Employee
executed this Amendment as of the date first above written.


                              FINGERHUT COMPANIES, INC.

                               by
                                  _______________________
                                  Name:
                                  Title:



                                  _______________________
                                  Ronald N. Zebeck