<PAGE>
                                  UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C. 20549

                                    FORM 10-K

(Mark One)

/X/ 	Annual report  pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934
     (Fee Required).  For the fiscal year ended December 27, 1996   

                                        OR

/ / 	Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934 
     (No Fee Required).  For the transition period from        to           .

                          Commission file number 015767


                           THE SPORTSMAN'S GUIDE, INC.

              (Exact name of registrant as specified in its charter)

                Minnesota                                41-1293081

      (State or other jurisdiction of      (I.R.S. Employer Identification No.)
      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)


         Securities registered pursuant to Section 12(b) of the Act:  None

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

                                 (Title of class)

                      Common Stock, par value $.01 per share


     Indicate by check mark whether the registrant (1) has filed all reports 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 the 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. /X/

     As of March 14, 1997, the aggregate market value of the registrant's Common
Stock held by nonaffiliates was approximately $6,469,551  based on the average
bid and asked price of the Common Stock on such date.

     As of March 14, 1997, there were 2,333,600 shares of the registrant's 
Common Stock outstanding.


                          Exhibit index appears at page 37


<PAGE>

                                    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:  April 3, 1997				                          BY:/s/ Charles B. Lingen
                                                  ---------------------------
                                                							Charles B. Lingen
                                          							Sr. Vice President Finance/CFO