Amendment No. 2
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 - Leonard M. Paletz
Item 2: (b) Disclaims membership in a group
Item 3:
Item 4: United States
Item 5: 0
Item 6: 204,816
Item 7: 0
Item 8: 204,816
Item 9: 0
Item 10: 204,816
Item 11: 4.3%
Item 12: IN
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Item 1.
(a) Name of Issuer
The Sportsman's Guide, Inc.
(b) Address of Issuer's Principal Executive Offices
411 Farwell Avenue, South St. Paul, MN 55075
Item 2.
(a) Name of Person Filing
Leonard M. Paletz
(b) Address of Principal Business Office
4740 S. Ocean Boulevard, Apt. 814, Highland Beach,
Florida 33487
(c) Citizenship
United States
(d) Title of Class of Securities
Common Stock, $.01 par value
(e) CUSIP Number
848907 20 1
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is
a:
Not Applicable
Item 4. Ownership
(a) Amount Beneficially Owned
204,816
(b) Percent of Class
4.3%
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(c) Number of Shares as to which the Person has:
(i) Sole power to vote or to direct the vote
0
(ii) Shared power to vote or to direct the vote
204,816
(iii) Sole power to dispose or to direct the disposition
of
0
(iv) Shared power to dispose or to direct the
disposition of
204,816
Item 5. Ownership of Five Percent or Less of a Class
The reporting person has ceased to be the beneficial
owner of more than five percent of the Class of
Securities.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Not applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security being Reported on by the Parent
Holding Company
Not applicable
Item 8. Identification and Classification of Members of the Group
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
Not applicable
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SIGNATURE
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.
LEONARD M. PALETZ
Leonard M. Paletz
Date: February 12, 1999
