Amendment No. 1
The Sportsman's Guide, Inc.
Common Stock, $.01 par value
CUSIP Number 848907 20 1
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CUSIP No. 848907 20 1
Item 1: Reporting Person - Susan M. Mills
Item 4: PF
Item 6: United States
Item 7: 117,819
Item 8: 47,014
Item 9: 117,819
Item 10: 47,014
Item 11: 164,833
Item 13: 4.2%
Item 14: IN/00
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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) Susan M. Mills
(b) 630 Hay Avenue
Brookville, OH 45309
(c) Susan M. Mills is an investor in various business
ventures.
(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
Ms. Mills received these shares of common stock on
September 28, 1992 from Lowell Mills as part of a property
settlement and divorce decree issued by the Montgomery County,
Ohio Court of Common Pleas.
Item 4. PURPOSE OF TRANSACTION
Purchased for investment.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Ms. Mills, individually, is the beneficial owner of
117,819 shares of Common Stock (11,760 of which represent
shares issuable upon the exercise of stock warrants).
The charitable remainder unitrust Ms. Mills established
owns 47,014 shares of Common Stock. Therefore, Ms. Mills
beneficially owns 164,833 shares of Common Stock.
(b) Sole power to vote and dispose of Common Stock
117,819 shares of Common Stock
Shared power to vote and dispose of Common Stock
47,014
(c) Ms. Mills transferred 65,819 shares of common stock to an
irrevocable charitable remainder unitrust. As part of a
registered public offering of the common shares of the
issuer that was consummated on February 10, 1998, the
trust sold 18,805 common shares at $6.50 per common
share.
(d) None
(e) Ms. Mills ceased to be the beneficial owner of more than
five percent of the Common Stock on February 10, 1998.
Item 6. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS OF RELATION-
SHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
None
Item 7. MATERIAL TO BE FILED AS EXHIBITS
None
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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.
SUSAN M. MILLS
Susan M. Mills
Date: February 26, 1998
