SecProbe.io

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Mail Stop 3-8

      							 May 5, 2005

By Facsimile and U.S. Mail

Mr. Gregory R. Binkley
President and CEO
The Sportsman`s Guide, Inc.
411 Farwell Avenue South
St. Paul, MN 55075

      Re:    Form 10-K/A for the Year Ended December 31, 2004
                File No.  0-15767

Dear Mr. Binkley:

	We have reviewed your response dated April 29, 2005 to our
comment letter dated April 25, 2005 and have the following
additional
comments.   Please understand that the purpose of our review is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  Feel free
to
call us at the telephone numbers listed at the end of this letter.
Form 10-K/A for the Year Ended December 31, 2004

Consolidated Balance Sheets, page 30

1. We note your response to prior comment 1.  Please expand your
disclosure to clarify your basis for reducing the purchase price
as a
result of revising your escrow liability and why the escrow is
issuable pending the outcome of a contingency.  In this regard,
disclose why the escrow amount is considered contingent
consideration, the nature of the claims or specified events upon
which the consideration is contingent and why the consideration
can
not be determined as cost of the acquired entity at the date of
acquisition.  See paragraph 26 of SFAS No. 141.  If, on the other
hand, the amount held in escrow can be determined at the date of
your
acquisition, that is, the nature of the representations and
warranties you refer to in your response are such that their
outcome
is determinable beyond a reasonable doubt, the consideration
should
be included in the cost of the acquired entity and recorded at the
date of acquisition.  You should also reflect a revision in your
statement of cash flows for the entire cost of the acquired entity
as
a single cash outflow.  Please revise accordingly.

Note A-3 Revenue Recognition, page 31

2. We note your response to prior comment 3 that deferral of the
membership fee is appropriate as described in SAB 104 and Question
1
of SAB Topic 13A.3.f.  Please explain how your recognition of the
membership fee in income in an amount equal to the related
discount
earned by the customer on orders represents a systematic method
over
the period that the fees are earned.  In this regard, explain why
the
membership fee does not represent a service delivered over the
membership period.  See Question 1 of SAB Topic 13A.4.a.  Please
include in your response reference to the accounting literature
supporting your revenue recognition.

3. Notwithstanding the above comment, in future filings include
the
following disclosures for the Buyer`s Club program:
* Amounts for unearned Buyer`s Club fees and refund obligations,
if
any, as of the date of your most recent balance sheet;
* A roll forward of unearned Buyer`s Club fees and refund
obligation
balances from the beginning to the end of each income statement
presented; and
* Your policies as they relate to the length of time a member
receives merchandise discounts and/or other benefits and the
corresponding period you recognize Buyer`s Club fees may range
from
one day to the length of the membership period depending on the
volume of member purchases.
      In your response please show us what your revised disclosure
will look like.

	Please send us your response to our comment within 10
business
days from the date of this letter or tell us when you will provide
us
with a response.  Please understand that we may have additional
comments after reviewing your response to our comment.  Your
supplemental response letter should be submitted in electronic
form
on EDGAR as a correspondence file.  Refer to Rule 101(a) of
Regulation S-T.

		If you have any questions regarding our comments, please
direct them to Brian V. McAllister at (202) 551-3341 or, Donna Di
Silvio at (202) 551-3202, or in her absence to the undersigned at
(202) 551-3841.

									Sincerely,

									Michael Moran
									Accounting Branch
Chief
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Mr. Gregory R. Binkley
The Sportsman's Guide, Inc.
May 5, 2005
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