UNITED STATES OF AMERICA
                                  BEFORE FEDERAL TRADE COMMISSION


__________________________________________ )
In the Matter of                                                     ))
HOME SHOPPING NETWORK, INC.,                                         )     DOCKET NO. 9272
HOME SHOPPING CLUB, INC., and                                        )     DECISION AND ORDER
HSN LIFEWAY HEALTH PRODUCTS, INC.,                                   )
 corporations                                              )
__________________________________________)


          The Federal Trade Commission having issued its complaint charging the respondents
named in the caption hereof with violation of Sections 5(a) and 12 of the Federal Trade
Commission Act, as amended, and the respondents having been served with a copy of that
complaint, together with a notice of contemplated relief; and

          The respondents, their attorneys, and counsel for the Commission having thereafter
executed an agreement containing a consent order, an admission by respondents of all the
jurisdictional facts set forth in the complaint, a statement that the signing of said agreement is
settlement purposes only and does not constitute an admission by respondents of facts, other than
jurisdictional facts, or of violations of law as alleged in the complaint issued by the Commission.

          The Secretary of the Commission having thereafter withdrawn this matter from
adjudication in accordance with § 3.25(c) of its Rules; and

          The Commission having considered the matter and having thereupon accepted the
executed consent agreement and placed such agreement on the public record for a period of sixty
(60) days, now in further conformity with the procedure prescribed in § 3.25(f) of its Rules, the
Commission hereby makes the following jurisdictional findings and enters the following order:





                                                                1



1.    Respondent Home Shopping Network, Inc. is a Delaware corporation, with its
      principal office or place of business at 11831 30th Court North, St. Petersburg,
      Florida 34618-9090.

2.    Respondent Home Shopping Club, Inc. is a Delaware corporation, with its
      principal office or place of business at 11831 30th Court North, St. Petersburg,

                                               UNITED STATES OF AMERICA
                                    BEFORE FEDERAL TRADE COMMISSION


                                                                                        )
In the Matter of                                                                       )
                                                                                       )
HOME SHOPPING NETWORK, INC.,                                                           )           
HOME SHOPPING CLUB, INC., and                                                          )
HSN LIFEWAY HEALTH PRODUCTS, INC.,                                                     )        
                                                                                       )           
  corporations.                                                                        )           
                                                                                       )


            This agreement herein, by and between Home Shopping Network, Inc., Home
Shopping Club, Inc., and HSN Lifeway Health Products, Inc., corporations, hereinafter
sometimes referred to as respondents, and their attorneys, and counsel for the Federal Trade
Commission, is entered into in accordance with the Commission's Rule governing consent
order procedures.  In accordance therewith the parties hereby agree that:

            1.a.        Respondent Home Shopping Network, Inc. is a Delaware corporation, with its
principal office or place of business at 11831 30th Court North, St. Petersburg, Florida 34618-
9090.

            1.b.        Respondent Home Shopping Club, Inc. is a Delaware corporation, with its
principal office or place of business at 11831 30th Court North, St. Petersburg, Florida 34618-
9090.  Home Shopping Club, Inc. is a wholly-owned subsidiary of Home Shopping Network,
Inc.

            1.c.        Respondent HSN Lifeway Health Products, Inc. is a Delaware corporation,
with its principal office or place of business at 11831 30th Court North, St. Petersburg,
Florida 34618-9090.  HSN Lifeway Health Products, Inc. is a wholly-owned second tier
subsidiary of Home Shopping Network, Inc.

            2.          Respondents have been served with a copy of the complaint issued by the
Federal Trade Commission charging them with violations of Sections 5(a) and 12 of the
Federal Trade Commission Act, and have filed an answer to the complaint denying said
charges.

            3.          Respondents admit all the jurisdictional facts set forth in the Commission's
complaint in this proceeding.



        4.      Respondents waive:

                a.      Any further procedural steps;