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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                                 FORM 10-K/A

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 29, 1996           Commission file number 0-14579

                             Gander Mountain, Inc.
             (Exact name of registrant as specified in its charter)

        Wisconsin                                       39-1742710
(State or other jurisdiction of               (IRS Employer Identification No.)
incorporation or organization) 

                P.O. Box 128, Highway W, Wilmot, Wisconsin 53192
                    (Address of principal executive offices)

Registrant's telephone number including area code:  (414) 862-2331

Securities registered pursuant to Section 12(b) of the Act:

                                                    Name of each exchange on
Title of each class                                     which registered      
-------------------                                 ----------------------------
       NA                                                     N/A
                                              
Securities registered pursuant to Section 12(g) of the Act:

                      Voting Common Stock, $.01 Par Value
                                (Title of class)

         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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ ].

         The aggregate market value of the voting stock held by nonaffiliates
of the Registrant as of September 16, 1996 was approximately $2,038,000 (based
upon closing price of the Common Stock).

         On September 16, 1996, there were outstanding 3,261,453 shares of the
Registrant's $.01 par value common stock and 200,000 shares of the registrant's
$.10 par value Series A Redeemable Cumulative Convertible Exchangeable
Preferred Stock.

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             On August 9, 1996, the Company filed a report on Form 8-K under
             Item 3 reporting that the Company and its two subsidiaries, GRS,
             Inc. and GMO, Inc., filed petitions for relief under Chapter 11 of
             the Bankruptcy Code.  The petitions were filed in the United
             States Bankruptcy Court for the Eastern
             District of Wisconsin and each company is a debtor-in-possession
             under the Bankruptcy Code.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, therewith duly authorized.

                                             Gander Mountain, Inc.


                                             /s/Kenneth C. Bloom           
                                             ----------------------------
                                             Kenneth C. Bloom, Executive Vice
                                             President, Chief Financial Officer,
                                             Secretary and Treasurer



Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated.

                                             /s/ David J. Lubar           
                                             ----------------------------
                                             David J. Lubar, Director,
                                             Chairman of the Board
                                             
                                             /s/ Ralph L. Freitag         
                                             ----------------------------
                                             Ralph L. Freitag, Director,
                                             Chief Executive Officer
                                             
                                             /s/ Stephen R. Lett           
                                             ----------------------------
                                             Stephen R. Lett, Director
                                             
                                             /s/ Richard H. Jacobsohn    
                                             ----------------------------
                                             Richard H. Jacobsohn, Director
                                             
                                             /s/ James F. Kobs            
                                             ----------------------------
                                             James F. Kobs, Director
                                             
                                             /s/ Sanjeev K. Mehra        
                                             ----------------------------
                                             Sanjeev K. Mehra, Director
                                             
                                             /s/ Alfred G. Goldstein      
                                             ----------------------------
                                             Alfred G. Goldstein, Director
                                             
                                             /s/ William T. End           
                                             ----------------------------
                                             William T. End, Director
                                             


September 27, 1996





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