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                                                                  Exhibit 10.17

                             THE SPORTSMAN'S GUIDE, INC.

                                1996 STOCK OPTION PLAN

                                           

    1.   PURPOSE.  The purpose of this Plan is to advance the interests of 
The Sportsman's Guide, Inc., a Minnesota corporation (the "Company") by 
providing an opportunity to selected key employees of the Company to purchase 
stock of the Company through the exercise of options granted under this Plan. 
By encouraging such stock ownership, the Company seeks to attract, retain 
and motivate key employees of training, experience and ability, and to 
encourage the judgment, initiative and efforts of such employees for the 
successful conduct of the Company's business.  It is intended that these 
purposes will be effected by the granting of stock options as provided herein 
which will qualify as "incentive stock options" under the provisions of 
Section 422 (or its successor provisions) of the Internal Revenue Code of 
1986 (the "Code"), and options which do not qualify as incentive stock 
options under the Code ("nonqualified options").  

    2.   STOCK SUBJECT TO THE PLAN.  The total number of shares that may be 
subject to options granted under this Plan shall not exceed 4,000,000 shares 
of the Common Stock of the Company, $.01 par value ("Common Stock").  Shares 
subject to an option which for any reason expires or is terminated 
unexercised as to such shares may again be the subject of an option under the 
Plan.  The shares delivered upon exercise of options granted under this Plan 
may be either authorized but unissued shares or issued shares reacquired by 
the Company.

    3.   ADMINISTRATION.  The Plan shall be administered by the Compensation 
Committee of the Board of Directors of the Company or such other committee 
designated by the Board (the "Committee") consisting of two or more directors 
who shall be appointed by and shall serve at the pleasure of the Board.  
Subject to the provisions of this Plan, the Committee shall have full power 
to construe and interpret the Plan and to establish, amend and rescind rules 
and regulations for its administration.  The Committee shall recommend to the 
Board of Directors the individuals to whom and the times at which options 
shall be granted, the designation of each option as an incentive stock option 
or a nonqualified option, and the number of shares subject to each option.  
Any such construction, rule determination or other action taken by the 
Committee pursuant to the Plan shall be binding and conclusive upon the 
approval by the Board of Directors.

    Actions by a majority of the Committee at a meeting at which a quorum is 
present, or actions approved in writing by all of the members of the 
Committee, shall be the valid acts of the Committee.  No member of the Board 
of Directors or the Committee shall be liable for any action or determination 
made in good faith with respect to the Plan or any option granted under it.

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    4.   ELIGIBLE EMPLOYEES.  Options may be granted by the Board of 
Directors to such key employees of the Company, including members of the 
Board of Directors who are also employees of the Company, as are selected by 
the Committee.  The maximum number of shares subject to options which may be 
granted to any individual shall be the total number of shares available under 
the Plan.

    5.   TERMS AND CONDITIONS OF OPTIONS.  All options granted under this 
Plan shall be evidenced by stock option agreements in such form and not 
inconsistent with the Plan as the Committee shall approve from time to time, 
which agreements shall include, but not be limited to, the following terms 
and conditions:

         (a)  PRICE.  The purchase price per share of stock payable upon the 
exercise of each option granted hereunder shall not be less than the fair 
market value of the stock on the date the option is granted.  If at the time 
of grant of an incentive stock option the optionee owns stock possessing more 
than 10% of the combined voting power of all classes of stock of the Company, 
such purchase price per share shall not be less than 110% of the fair market 
value of the stock on the date the option is granted.  Such fair market value 
shall be determined in accordance with procedures established by the 
Committee conforming to regulations issued by the Internal Revenue Service 
with regard to incentive stock options.

         (b)  NUMBER OF SHARES.  Each option agreement shall specify the 
number of shares to which it pertains.

         (c)  EXERCISE OF OPTIONS.  Each option shall be exercisable for the 
full amount or for any part thereof and at such intervals or in such 
installments as the Board of Directors may determine at the time it grants 
such option.  No option shall be exercisable with respect to any shares later 
than ten years after the date of grant of the option.  If at the time of 
grant of an incentive stock option the optionee owns stock possessing more 
than 10% of the combined voting power of all classes of stock of the Company, 
such option shall be exercisable no later than five years after the date of 
grant.

         (d)  NOTICE OF EXERCISE AND PAYMENT.  An option shall be exercisable 
by delivery of a written notice to the Secretary of the Company specifying 
the number of shares for which it is exercised.  If the shares are not at the 
time registered under the Securities Act of 1933, the optionee shall include 
with such notice a letter, in form and substance satisfactory to the Company, 
confirming that the shares are being purchased for the optionee's own account 
for investment and not with a view to distribution.  The exercise price and 
any withholding obligations under applicable tax laws shall be paid in full 
at the time of delivery of the notice of exercise, either by (i) cashier's, 
certified or personal check, (ii) if permitted by a vote of the Board of 
Directors by delivery and assignment to the Company of shares of Common Stock 
or (iii) by a combination of (i) and (ii).  The value of the Company stock 
for such purpose shall be its fair market value as of the date the option is 
exercised.

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         (e)  NON-TRANSFERABILITY.  No option shall be transferable by the 
optionee otherwise than by will or the laws of descent and distribution, and 
each option shall be exercisable during the lifetime of the optionee only by 
him or her.

         (f)  TERMINATION OF OPTIONS.  Each option shall terminate and may no 
longer be exercised if the optionee ceases for any reason to be an employee 
of the Company, except that:

              (i)  If the optionee's employment shall have terminated for any 
         reason other than cause, disability (as defined below) or death, the 
         optionee may at any time within a period of 30 days after such 
         termination of employment exercise the option to the extent the 
         option was exercisable by the optionee on the date of termination of 
         employment.

              (ii) If the optionee's employment shall have been terminated 
         because of disability within the meaning of Section 22(e)(3) of the 
         Code, the optionee may at any time within a period of one year after 
         such termination of employment exercise the option to the extent the 
         option was exercisable by the optionee on the date of termination of 
         employment.

              (iii)     If the optionee dies at a time when the option was 
         exercisable by the optionee, the optionee's estate, personal 
         representative or beneficiary to whom it has been transferred 
         pursuant to Section 5(e) hereof may, within six months following the 
         death, exercise the option to the extent the option might have been 
         exercised at the time of the optionee's death.

              (iv) No option may be exercised to any extent by anyone after 
         the expiration date of the option.

         (g)  RIGHTS AS SHAREHOLDER.  The optionee shall have no rights as a 
shareholder with respect to any shares covered by an option until the date of 
issuance of a stock certificate to the optionee for such shares.

    6.   TREATMENT OF CERTAIN INCENTIVE STOCK OPTIONS.  To the extent that 
the aggregate fair market value (determined as of the date the option is 
granted) of shares with respect to which one or more incentive stock options 
first become exercisable by an optionee in any calendar year exceeds 
$100,000, taking into account shares subject to incentive stock options under 
this Plan and shares subject to incentive stock options under all other plans 
of the Company or other entities referenced in Section 422(d)(1) of the Code, 
the options shall be treated as nonqualified stock options.

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    7.   STOCK DIVIDENDS; STOCK SPLITS; COMBINATIONS; RECAPITALIZATIONS. 
Appropriate adjustment shall be made in the maximum number of shares of 
Common Stock subject to the Plan and in the number, kind and option price of 
shares covered by outstanding options granted hereunder to give effect to any 
stock dividends or other distribution, stock splits, stock combinations, 
recapitalizations and other similar changes in the capital structure of the 
Company after the effective date of the Plan.

     8.  MERGER; SALE OF ASSETS; DISSOLUTION.  In the event of a change of 
the Common Stock resulting from a merger or similar reorganization as to 
which the Company is the surviving corporation, the number and kind of shares 
which thereafter may be optioned and sold under the Plan and the number and 
kind of shares then subject to options granted hereunder and the price per 
share thereof shall be appropriately adjusted in such a manner as the 
Committee may deem equitable to prevent substantial dilution or enlargement 
of the rights available or granted hereunder.  If the Company at any time 
should dissolve, sell all or substantially all of its assets, undergo a 
reorganization, or merge or consolidate with any corporation and the Company 
is not the surviving corporation, then (unless in the case of a 
reorganization, merger or consolidation the surviving corporation assumes the 
optionees' rights under the Plan or issues substantially equivalent 
substitute rights in place thereof) each optionee shall be notified by the 
Company of his or her right to exercise all outstanding options prior to any 
such dissolution, sale, reorganization, merger or consolidation.  The failure 
to exercise such outstanding options within 30 days of such notification 
shall cause the options to be terminated.

    Notwithstanding the foregoing, in the case of an incentive stock option, 
no adjustment shall be made pursuant to Section 7 or 8 hereof which would 
cause the Plan to violate Section 424(a) of the Code or any successor 
provisions thereto, without the written consent of the optionee adversely 
affected thereby.

     9.  AMENDMENT OR TERMINATION OF PLAN.  The Board of Directors may at any 
time amend or terminate the Plan or alter or amend any outstanding stock 
option agreements under the Plan in any manner it deems advisable, provided 
that no such action shall adversely affect or impair any then outstanding 
option without the consent of the optionee holding such option.

    10.  EFFECT OF THE PLAN ON EMPLOYMENT RELATIONSHIP.  The establishment of 
the Plan shall in no way, now or hereafter, reduce, enlarge or modify the 
employment relationship between the Company and the optionee.  Nothing 
contained in the Plan shall be construed as conferring upon any optionee any 
right to continued employment with the Company or to give any employee any 
right to participate in the Plan or to receive options.  The granting of 
options under the Plan shall be entirely discretionary with the Board of 
Directors.

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    11.  EFFECTIVE DATE; DURATION OF PLAN.  This Plan was adopted by the 
Board of Directors on October 21, 1996 and shall be deemed effective as of 
that date, subject to approval by the shareholders of the Company within 12 
months after such adoption.  Options granted before shareholder approval may 
not be exercised until such approval is obtained, and such options will be 
null and void (and the Plan shall terminate) if such approval is not 
obtained.  The Plan shall remain in effect until discontinued by the Board of 
Directors, except that no incentive stock option may be granted under the 
Plan after October 21, 2006.

    12.  DEFINITIONS.

         (a)  The term "key employees" means those executive, administrative, 
operational or managerial employees of the Company who are determined by the 
Committee to be eligible for options under this Plan.

         (b)  The term "optionee" means a key employee to whom an option is 
granted under this Plan.

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