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                                                                 EXHIBIT 10.14

                    THIRD AMENDMENT TO SECOND AMENDED AND RESTATED
                               BUSINESS LOAN AGREEMENT


This Third Amendment to Second Amended and Restated Business Loan Agreement 
("Amendment") is made this 1 day of February, 1996, to be effective as of 
February 1, 1996 ("Effective Date") by and between The Sportsman's Guide, 
Inc., a Minnesota corporation ("Borrower"), and Bank One, Dayton, NA ("Bank 
One").


                                      WITNESSETH:


WHEREAS, Borrower and Bank One entered into a Second Amended and Restated 
Business Loan Agreement dated June 20, 1995 (the "Agreement") as amended by 
an Amendment to Second Amended and Restated Business Loan Agreement dated 
October 16, 1995 and a Second Amendment to Amended and Restated Business Loan 
Agreement dated November 10, 1995; and WHEREAS, Borrower desires and Bank One 
has agreed to amend certain financial covenants as set forth in the 
Agreement, to include one new and additional covenant and amend the Borrowing 
Base Addendum attached to the Agreement.

NOW, THEREFORE, in consideration of the premises and the terms and conditions 
set forth herein, Borrower and Bank One agree to amend the Agreement as 
follows:

1.    Delete the amended Exhibit "A" attached to the Agreement and insert the 
      second amended Exhibit "A" attached hereto in its place.

2.    Delete the Amended "Borrowing Base" Addendum and the Borrowing Base 
      Compliance Certificate attached to the Agreement and insert the Second 
      Amended "Borrowing Base" Addendum and the Borrowing Base Compliance 
      Certificate attached hereto in its place.

3.    Availability under credit facility is subject to a capital infusion 
      into The Sportsman's Guide, Inc. prior to March 31, 1996 of an amount 
      equal to or greater than Borrower's 1995 fiscal year end after tax 
      loss. In addition, The Sportsman's Guide, Inc. is prohibited from 
      paying any subordinated debt, including principal and interest.

4.    This Amendment is a modification only and not a novation. Except for 
      the above-quoted modification(s), the Agreement, any agreement or 
      security document, and all the terms and conditions thereof, shall be 
      and remain in full force and effect with the changes herein deemed to 
      be incorporated therein. This Amendment is to be considered attached to 
      the Agreement and made a part thereof. This Amendment shall not release 
      or affect the liability of any guarantor, surety or endorser of the 
      Agreement or release any owner of collateral securing the Agreement. 
      The validity, priority and enforceability of the Agreement shall not be 
      impaired hereby. To the extent that any provision of this Amendment 
      conflicts with any term or condition set forth in the Agreement, or any 
      agreement or security document executed in conjunction therewith, the 
      provisions of this Amendment shall supersede and control.

IN WITNESS WHEREOF, the parties have executed this Amendment effective as of 
the day and year first written above.

                                                THE SPORTSMAN'S GUIDE, INC., A
                                                MINNESOTA CORPORATION


                                                By:  /s/ Charles Lingen
                                                     -------------------------
                                                Its: V.P. FINANCE/CFO
                                                     -------------------------


                                                BANK ONE, DAYTON NA


                                                By:  John Middelberg
                                                     -------------------------
                                                Its: Vice President
                                                     -------------------------