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                                                                 EXHIBIT 10.12

                     AMENDMENT TO SECOND AMENDED AND RESTATED
                           BUSINESS LOAN AGREEMENT


This Amendment to Second Amended and Restated Business Loan Agreement 
("Amendment") is made this 16th day of October, 1995, by and between the 
Sportsman's Guide, Inc., a Minnesota corporation ("Borrower"), and Bank One, 
Dayton, N.A. ("Bank One").


                              WITNESSETH:


WHEREAS, Borrower and Bank One entered into a Second Amended and Restated 
Business Loan Agreement dated June 20, 1995 (the "Agreement"); and WHEREAS, 
Borrower desires and Bank One has agreed to amend the Business Loan Agreement 
"Borrowing Base" Addendum set forth in 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 "Borrowing Base" Addendum and the Borrowing Base Compliance 
       Certificate attached to the Agreement and insert the Amended 
       "Borrowing Base" Addendum and the Borrowing Base Compliance 
       Certificate attached hereto in its place.

2.     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 shall not be impaired hereby. To the extent 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:  /s/ John B. Middelberg
                                                     -------------------------
                                                Its: Vice President
                                                     -------------------------