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April 29, 2005

Confidential

Mr. Michael Moran, Accounting Branch Chief

Mr. Brian V. McAllister

Securities and Exchange Commission

Division of Corporation Finance, Mail Stop 3-8

Washington, D.C. 20549

Via EDGAR and Courier

    Re:

    The Sportsman’s Guide, Inc.

    Draft Form 10-K/ A for the year ended December 31, 2004

    File No. 0-15767

Dear Messrs. Moran and McAllister:

On behalf of The Sportsman’s Guide, Inc. (the
“Company”), set forth below is our response to the
Staff’s comment letter dated April 25, 2005 regarding
the above-referenced draft Amendment No. 1 to the
Form 10-K/ A (the “Draft Form  10-K/
A”) and accompanying explanatory letter which were
submitted in response to the Staff’s original comment
letter dated March 31, 2005 regarding the Company’s
Form 10-K for the year ended December 31, 2004, filed
with the Commission on March 17, 2005. To facilitate your
review of our response, this letter sets forth the headings,
item numbers under each heading, and text of each of the
Staff’s additional comments provided in its April 25,
2005 comment letter.

Consolidated Balance Sheets, Page 30

1. We note your response to prior comment 3. You
state the entire $30 million purchase price consideration
has been recorded including the $3 million in escrow which
is not contingent and distributable when specified future events
occur. Explain why the amount is in escrow if it is not
contingent. Clarify how the breach of representations or
warranties by the sellers is not a future event or happening.
Are there claims pending for which the final amount of the claim
is unknown? Amounts held in escrow should be disclosed and not
recorded as contingent consideration in your balance sheet until
the outcome is determinable beyond a reasonable doubt. See
paragraph 26 of SFAS No. 141. Please advise or
revise your financial statements for the following:

    •

    Elimination of $3 million in restricted cash and
    escrow liability balances;

    •

    Reflect cash outflows for the acquisition as the entire
    $30.4 million and revise the related disclosures in
    Note D;

    •

    Include the disclosures required in paragraphs 26 and
    51f. of SFAS No. 141; and

    •

    Disclose the nature and amount of the corrections as
    required by paragraphs 36 and 37 of APB 20.

The purchase price consideration for the acquisition of The Golf
Warehouse was not contingent on earnings nor on a security
price. While we were not aware of any unknown or undisclosed
liabilities that would have caused us to reduce the amount we
agreed to pay for the acquisition, we negotiated an amount to be
held in escrow to offset the remote possibility of the
occurrence of such an event or other breach of representations
and warranties by the sellers. There have not been any claims
filed against the escrow and there are no pending claims. Given
the facts as of the date of the acquisition, we believed
payments of the amounts in escrow to the sellers were highly
probable, and accordingly we included these amounts in the
purchase price. However, upon further review of
SFAS No. 141 paragraphs 25-27, we believe the
resolution of a contingency being determinable “beyond a
reasonable doubt” is a high threshold, and accordingly, we
will adjust our balance sheet at December 31, 2004 to
reflect the elimination of the $3 million escrow liability
and a corresponding reduction in the purchase price
(specifically goodwill). As amounts are released from the cash
escrow account, the escrow account will be reduced and goodwill
will

be increased. We believe it is appropriate to retain the
$3 million of restricted cash on our balance sheet as this
cash remains our property and is available to offset future
claims, if any.

Current disclosure in Note D of our consolidated financial
statements as set forth in the Draft Form 10-K/ A will be
modified to indicate that the escrow amounts have not been
included in the purchase price as of December 31, 2004.
Additionally, disclosure will be added as required by
paragraphs 36 and 37 of APB No. 20 that will describe
this change and will indicate the change had no effect on net
income and related per share amounts. The proposed revised
disclosures in Note D are set forth in Appendix A to
this letter.

Note A-3 Revenue Recognition, page 31

2. We note your response to prior comment 8. Please
advise or revise your disclosures for the following:

    •

    Please tell us whether title for drop shipments passes to
    you or directly to your customers and how you overcome the
    indicators of net revenue reporting and report drop-shipments on
    a gross basis, if applicable. In your response include the
    criteria in EITF No. 99-19 and Question 10 of
    SAB No. 101; and

    •

    Please consider revising your disclosures referencing an
    installment payment plan because of your response stating you do
    not have installment sales.

In your response, please show us what your revised
disclosures will look like.

The title to merchandise shipped by our factory direct or drop
ship vendors to our customers passes first to us and then
ultimately to our customer. At the time the merchandise is
shipped from the vendor’s distribution facility, we take
title to the product and have an obligation to the vendor for
its cost. For our factory direct or drop ship arrangements, we
recognize revenue based on the gross amount billed to our
customer because we have earned the revenue from the sale of the
product. In making this judgment, we have considered and
overcome the following indicators of net revenue reporting in
EITF No. 99-19:

    •

    Paragraph 15. The supplier (not the company) is the
    primary obligor in the arrangement. We are the primary
    obligor in our factory direct/drop ship arrangements. We, not
    our vendor, are responsible to the customer for fulfillment of
    the order and acceptability of the product purchased. We offer
    an unconditional guarantee on all products sold to TSG
    customers. If our customer is not satisfied at any time for any
    reason, we will issue a full refund upon return of the product,
    issue a partial refund or even ship a new product if the
    original merchandise was not received. Our factory direct/drop
    ship vendors’ primary responsibilities are to stock the
    merchandise and arrange shipment of the product to our customer.

    •

    Paragraph 16. The amount the company earns is
    fixed. The product cost of each factory direct/drop ship
    product sold by us is negotiated with the vendor. Once the
    product cost is negotiated, we control the retail price to our
    customer. The resulting gross profit varies by individual
    product.

    •

    Paragraph 17. The supplier (not the company) has
    credit risk. Our factory direct/drop ship vendors do not
    assume any credit risk for the sale price of the product to the
    customer. While we collect the full sale price prior to
    shipment, we absorb any chargebacks by our customers and we also
    assume the credit risk on all sales under the Buyer’s Club
    4-Pay Plan.

Additionally, we believe the guidance provided by Question 10 of
SAB No. 101 does not apply to our drop ship transactions
because we take title to the products as described above, we
assume credit risk for the transaction and we are not
compensated on a commission or fee basis.

In response to the Staff’s comment, we will revise the
current disclosure concerning our Buyer’s Club 4-Pay Plan
in our Business and Management’s Discussion and Analysis
sections as set forth in the Draft Form 10-K/ A to remove
any reference to the term “installment”.

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3. We note your response to prior comment 9. Please
tell us what consideration you have given to
SAB No. 104 which states a deferral of revenue for
up-front fees like the Buyer’s Club fee is appropriate if
those fees are not an exchange for products representing the
culmination of a separate earnings process. See Question 1 of
SAB Topic 13A3.f. If you believe that deferral is not
appropriate and the up-front fee is a culmination of a separate
earnings process, tell us how you satisfy the following:

    •

    Your up-front fees qualify as single units of accounting
    under paragraph 9 of EITF No. 00-21;

    •

    Your basis for allocating consideration to the separate
    units in the Buyer’s Club fee arrangement; and

    •

    Your basis for the timing and the recording of the
    Buyer’s Club fee during the membership term.

TSG’s customers can purchase one-year memberships in our
Buyer’s Club for a $29.99 annual fee. TSG also offers
two-year memberships for $59.97. Club members receive
merchandise discounts of 10% on regularly priced items and 5% on
ammunition. Membership fees are deferred and recognized in
income as members earn discounts. The member earns discounts
when the ordered merchandise has been shipped from our warehouse
or from our factory direct vendors’ facility. As the
merchandise ordered by a club member is shipped, the club fee is
recognized in income in an amount equal to the related discount
earned by the customer on the specific shipment. This is
calculated for each shipment on an individual basis until the
program-to-date discounts earned equal the annual membership
fee. Any remaining deferred or unearned membership fees are
recognized in income after the expiration of the membership
period.

SAB No. 104 and Question 1 of SAB
Topic 13A3.f. both reference nonrefundable up-front fees.
Under our Buyer’s Club program, the up-front membership fee
is refundable upon the customer’s request at any time
during the membership period. The membership fee refund would be
equal to the unearned membership fee amount at the date of the
refund request. The customer does not receive a refund of the
membership fee for previously earned discounts. If the
year-to-date earned discounts exceed the up-front membership
fee, the customer is not entitled to a refund. We believe the
Buyer’s Club fees are closely connected with future
purchases and discounts, and therefore the fee is not an
exchange for current products or services and does not represent
the culmination of a separate earnings process. We believe the
deferral is appropriate as described in SAB 104 and
Question 1 of SAB Topic 13A.f.

Stock Options, page 37

4. We note your response to prior comment 10. Please
advise or revise your current diluted-pro-forma calculations of
earning per share which do not appear to be calculated correctly
in Form 10-K/ A.

In response to the Staff’s comment, we will revise the
current diluted pro-forma calculations of earnings per share for
2003 in Note A-11 of our consolidated financial statements
as set forth in the Draft Form 10-K/ A as follows:

    •

    Basic — pro forma earnings per share for 2003 will be
    changed from $.80 to $.79

    •

    Diluted — pro forma earnings per share for 2003 will
    be changed from $.74 to $.73

Following the resolution of the Staff’s comments, we would
propose to file the Draft Form 10-K/ A as revised above and
as may be necessary to reflect any other changes resulting from
any further Staff comments.

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If you desire clarification of the above responses or require
additional information relating to the Company, please call
Charles B. Lingen, Chief Financial Officer at
(651) 552-5106.

    Sincerely,

    Gregory R. Binkley

    President and Chief Executive Officer

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Appendix A

NOTE D — ACQUISITION

On June 29, 2004, the Company acquired 100% of the
outstanding membership interests of The Golf Warehouse, L.L.C.
from Falconhead Capital LLC, a private investment firm, and
members of TGW management pursuant to a Membership Interest
Purchase Agreement dated as of June 29, 2004. The purchase
price for TGW was approximately $30.5 million and was
funded from the Company’s working capital and borrowings
under the Company’s credit facility with Wells Fargo Bank,
National Association. The purchase price for TGW of
$30.5 million consisted of $30 million for 100% of the
outstanding membership interests and $0.5 million of
transaction costs.

The acquisition of TGW has been accounted for using the purchase
method of accounting. The fair market value of the net assets
acquired resulted in the following purchase price allocation (in
thousands), net of $4.0 million deposited in escrow (see
below):

    Net assets acquired, including:

    Current assets

    $
    6,674

    Property and equipment

    1,013

    Liabilities assumed

    (5,371
    )

    Net assets acquired

    2,316

    Trade and domain name

    10,200

    Customer lists and non-compete agreements

    750

    Goodwill

    13,166

    Total purchase price

    $
    26,432

The acquisition transaction had the following net effect on the
accompanying 2004 consolidated statement of cash flows (in
thousands):

    Fair value of net working capital acquired

    $
    1,303

    Fair value of property and equipment acquired

    1,013

    Purchase price assigned to:

    Goodwill

    14,166

    Identifiable intangibles

    10,950

    Cash purchase price

    $
    27,432

Pursuant to the Membership Interest Purchase Agreement dated
June 29, 2004, $4.0 million of the estimated purchase
price was deposited into an escrow account. In accordance with
and subject to the escrow agreement, the escrow agent shall
distribute amounts (net of claims) from the escrow account to
the Sellers as follows (in thousands):

    90 days after closing date

    $  500

    180 days after closing date

    500

    360 days after closing date

    1,500

    540 days after closing date

    Remaining  Funds

As of December 31, 2004, there was restricted cash in
escrow of approximately $3.0 million. As these funds are
released from escrow, the purchase price will be increased
accordingly.

Previously, the Company recorded the amounts in escrow related
to this acquisition as a liability and additional purchase price
(specifically goodwill). This change had no effect on net
earnings or net earnings per share as previously reported.

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NOTE D — ACQUISITION (Continued)

The following unaudited pro forma summary represents the
consolidated results of operations as if the TGW acquisition had
occurred at the beginning of 2003. This presentation does not
purport to be indicative of what would have occurred had the
acquisition been made as of that date or of results which may
occur in the future.

For the years ended December 31:

    2004

    2003

    Net sales

    $
    259,542

    $
    237,129

    Net income

    8,079

    6,646

    Basic net earnings per share

    1.14

    .93

    Diluted net earnings per share

    1.01

    .84

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