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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                  FORM 10-K/A
 
 (MARK ONE)
    /X/        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
               EXCHANGE ACT OF 1934.
                  FOR THE FISCAL YEAR ENDED DECEMBER 28, 1997
                                       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 NUMBER 0-15767
                            ------------------------
 
                          THE SPORTSMAN'S GUIDE, INC.
 
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                                     <C>
              MINNESOTA                               41-1293081
   (State or other jurisdiction of       (I.R.S. Employer Identification No.)
    incorporation or organization)
</TABLE>
 
              411 FARWELL AVENUE, SOUTH 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:
 
                     COMMON STOCK, PAR VALUE $.01 PER SHARE
                                (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. / /
 
    As of March 6, 1998, the aggregate market value of the registrant's Common
Stock held by non-affiliates was approximately $21,644,221 based on the last
reported sale price of the Common Stock on such date on the Nasdaq National
Market.
 
    As of March 6, 1998, there were 4,588,486 shares of the registrant's Common
Stock outstanding.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
    Portions of the registrant's Proxy Statement for its Annual Meeting of
Shareholders on April 23, 1998 are incorporated by reference into Part III of
this Form 10-K.
 
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                                    PART II

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

   Report of Independent Certified Public Accountants (amended to include name 
of independent accountants which was inadvertently omitted from original 
filing).

                                   PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

   (a) The following exhibit is filed as part of this amendment to report:

       Exhibit 23.1  Consent of Grant Thornton LLP (amended to include name of 
                     independent accountants).


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               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
 
Board of Directors and Shareholders
The Sportsman's Guide, Inc.
 
    We have audited the accompanying balance sheets of The Sportsman's Guide,
Inc. as of December 28, 1997 and December 27, 1996 and the related statements of
operations, changes in shareholders' equity, and cash flows for each of the
three fiscal years in the period ended December 28, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
 
    We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of The Sportsman's Guide, Inc.
as of December 28, 1997 and December 27, 1996, and the results of its operations
and its cash flows for each of the three fiscal years in the period ended
December 28, 1997 in conformity with generally accepted accounting principles.
 
    We have also audited Schedule II for each of the three fiscal years in the
period ended December 28, 1997. In our opinion, this schedule presents fairly,
in all material respects, the information required to be set forth therein.

Grant Thornton LLP
 
Minneapolis, Minnesota
January 23, 1998 (except for Note J,
  as to which the date is February 10, 1998)

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                                 SIGNATURES

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

                                 THE SPORTSMAN'S GUIDE, INC.

Date: April 10, 1998             By /s/ Charles B. Lingen
                                   --------------------------------
                                   Charles B. Lingen
                                   Senior Vice President of Finance/CFO