Amendment No. 1
The Sportsman's Guide, Inc.
Common Stock
CUSIP Number 848907 10 1
Filing Fee: None<PAGE>
CUSIP No. 848907 10 1
Item 1: Reporting Person - Frederick J. Kroger
Item 4: PF
Item 6: United States
Item 7: 1,662,341
Item 8: 0
Item 9: 1,662,341
Item 10: 0
Item 11: 1,662,341
Item 13: 6.9%
Item 14: IN<PAGE>
Item 1. SECURITY AND ISSUER
The securities to which this statement relates are shares of
Common Stock, par value $.01, of:
The Sportsman's Guide, Inc.
411 Farwell Avenue
South St. Paul, MN 55075
Item 2. IDENTITY AND BACKGROUND
(a) Frederick J. Kroger
(b) 905 East Third Street
Dayton, OH 45402
(c) Owner of Main Line Supply Co., Inc., a wholesaler of pipe
valves and fittings, located at 905 East Third Street,
Dayton, Ohio 45402
(d) Criminal violations: None
(e) Party to Civil Action: None
(f) Citizenship: United States of America
Item 3. SOURCE OF AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Kroger received warrants to purchase 723,333 shares of
Common Stock as part of a principal payment on promissory
notes held by Mr. Kroger.
Item 4. PURPOSE OF TRANSACTION
Mr. Kroger loaned the funds to acquire the promissory note and
stock warrant for investment purposes.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Kroger is the beneficial owner of 1,662,341 (6.9%)
shares of Common Stock (729,000 of which represent shares
issuable upon the exercise of stock warrants).
(b) Sole power to vote and dispose of Common Stock
1,662,341 shares of Common Stock
Shared power to vote and dispose of Common Stock
0
(c) None
(d) None
(e) Not applicable
Item 6. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS OF RELATION-
SHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Not applicable
Item 7. MATERIAL TO BE FILED AS EXHIBITS
None
<PAGE>
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
FREDERICK J. KROGER
Frederick J. Kroger
Date: June __, 1996
