Exhibit
99.1


**THIRD
AMENDMENT OF THE**


**CABELA’S,
INC. 401(K) SAVINGS PLAN**




THIS
THIRD AMENDMENT is hereby adopted this 27 th day of
July, 2004, by Cabela’s Incorporated (the “Employer”) in its capacity as
Sponsoring Employer of the Cabela’s, Inc. 401(k) Savings Plan (the
“Plan).




WHEREAS,
the Employer desires to amend the Plan to provide that forfeitures of matching
contributions are allocated as an additional matching contribution effective as
of July 1, 2004; and




WHEREAS,
Section 8.1 of the Plan allows for the amendment of the Plan by the
Employer.




NOW,
THEREFORE, the Employer hereby amends the Plan as follows:




1.  Allocation
of Forfeitures . Section
4.4 (c)(1) of Article IV of the Plan shall be amended by deleting Section
4.4(c)(1) in its entirety and replacing it with the following:




"(1)  Forfeitures
attributable to Employer matching contributions made pursuant to Section 4.1(b)
shall be added to any Employer matching contribution and allocated as an
additional matching contribution for the year.





Participants
who are not eligible to share in matching contributions because no deferral
election was made, because a deferral election was suspended pursuant to Section
4.2(f), or because the Participant has not yet met the eligibility requirements
for a matching contribution for a Plan Year shall not share in Plan Forfeitures
attributable to Employer matching contributions for that year."





2.  Effective
Date . The
effective date of this Third Amendment shall be July 1, 2004.




3.  Continuing
Effect . Except
as hereby amended, the Plan shall be administered in accordance with the terms
of the Plan as in effect prior to this Amendment.




DATED
THIS 27 th day of
July, 2004.




**CABELA’S
      INCORPORATED**Sponsoring
      Employer,By:
    /s/
      Ralph W. CastnerRalph
      W. Castner,
      Vice
      President and Treasurer





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**TRUSTEES
CONSENT TO THE THIRD AMENDMENT OF THE**


**CABELA’S,
INC. 401(K) SAVINGS PLAN**




The
undersigned Trustees of the Cabela’s, Inc. 401(k) Savings Plan hereby consent to
the foregoing Third Amendment of said Plan.




DATED
THIS 27 th day of
July, 2004.




/s/
      Michael Callahan
    
    /s/
      Dennis HighbyMichael
      Callahan, Trustee
    
    Dennis
      Highby, Trustee/s/
      Patrick Snyder
    
    /s/
      Ralph W. CastnerPatrick
      Snyder, Trustee
    
    Ralph
      W. Castner, Trustee





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**PARTICIPATING
EMPLOYERS CONSENT TO THE THIRD AMENDMENT OF THE**


**CABELA'S
INC. 401(K) SAVINGS PLAN**




The
undersigned Participating Employers of the Cabela’s, Inc. 401(k) Savings Plan
hereby consent to the foregoing Third Amendment of said Plan.




DATED
THIS 27 th day of
July, 2004.




**CABELA’S
      CATALOG, INC.,**
    
    **CABELA’S.COM,
      INC.,**Participating
      Employer,
    
    Participating
      Employer,By:
    /s/
      Ralph W. Castner
    By:
    /s/
      Ralph W. CastnerRalph
      W. Castner,
      Secretary
      and Treasurer
    
    Ralph
      W. Castner,
      Secretary
      and Treasurer








**CABELA’S
      LODGING, LLC,**
    
    **CABELA’S
      RETAIL, INC.,**Participating
      Employer,
    
    Participating
      Employer,By:
    /s/
      Ralph W. Castner
    By:
    /s/
      Ralph W. CastnerRalph
      W. Castner,
      Secretary
      and Treasurer
    
    Ralph
      W. Castner,
      Secretary
      and Treasurer




**CABELA'S
      MARKETING AND**
    
    **CABELA'S
      OUTDOOR****BRAND
      MANAGEMENT, INC.,**
    
    **ADVENTURES,
      INC.,**Participating
      Employer,
    
    Participating
      Employer,By:
    /s/
      Ralph W. Castner
    By:
    /s/
      Ralph W. CastnerRalph
      W. Castner,
      Secretary
      and Treasurer
    
    Ralph
      W. Castner,
      Secretary
      and Treasurer





**CABELA’S
      VENTURES, INC.,**
    
    **CABELA’S
      WHOLESALE, INC.,**Participating
      Employer,
    
    Participating
      Employer,By:
    /s/
      Ralph W. Castner
    By:
    /s/
      Ralph W. CastnerRalph
      W. Castner,
      Secretary
      and Treasurer
    
    Ralph
      W. Castner,
      Secretary
      and Treasurer





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**HERTER’S,
      LLC,**
    
    **ORIGINAL
      CREATIONS, LLC,**Participating
      Employer,
    
    Participating
      Employer,By:
    /s/
      Ralph W. Castner
    By:
    /s/
      Ralph W. CastnerRalph
      W. Castner,
      Secretary
      and Treasurer
    
    Ralph
      W. Castner,
      Secretary
      and Treasurer








**WILD
      WINGS, LLC,**
    
    **VAN
      DYKE SUPPLY COMPANY, INC.,**Participating
      Employer,
    
    Participating
      Employer,By:
    /s/
      Ralph W. Castner
    By:
    /s/
      Ralph W. CastnerRalph
      W. Castner,
      Secretary
      and Treasurer
    
    Ralph
      W. Castner,
      Secretary
      and Treasurer








**WORLD’S
      FOREMOST BANK,****NATIONAL
      ASSOCIATION,**Participating
      Employer,By:
    /s/
      David A. RoehrDavid
      A. Roehr, President







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