UNITED STATES

		     SECURITIES AND EXCHANGE COMMISSION

			   Washington, D.C. 20549

				  FORM 10-Q/A
				 AMMENDMENT #2  

(Mark One)

  X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- -----   SECURITIES EXCHANGE ACT OF 1934.  FOR THE QUARTERLY FISCAL
	PERIOD ENDED JUNE 30,1995, OR



_____   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934.  FOR THE
	TRANSITION PERIOD FROM

	__________ TO __________

			Commission File No. 015767

			  The Sportsman's Guide, Inc.

		 (Exact name of registrant as specified in its charter)

	   Minnesota                       41-1293081           

     (State or other jurisdiction       (I.R.S. Employer I.D. Number)
    of incorporation or organization)


	       411 Farwell Ave., So. St. Paul, Minnesota  55075
		   (Address of principal executive offices)


				(612) 451-3030
	     (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  Yes   X     No      


Indicate by check mark whether the registrant has filed all documents and 
reports required to be filed by Section 12, 13, or 15(d) of the Securities 
Exchange Act of 1934 subsequent to the distribution under a plan confirmed
by a court.  Yes   X       No      


As of August 4, 1995 there were 23,335,833 shares of the registrant's Common 
Stock outstanding.







			       EXHIBIT INDEX



EXHIBIT                                               METHOD OF FILING
- --------                                        -----------------------------
                                          
    27.        Financial Data Schedules         Filed herewith electronically

















































				SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.




						THE SPORTSMAN'S GUIDE, INC.





Date:  November 21, 1995                       BY:/s/ Charles B. Lingen
						  --------------------------
						  Charles B. Lingen
						  Vice President Finance/CFO