<PAGE>
    As filed with the Securities and Exchange Commission on August 17, 2004

                                                      Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        ----------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        ----------------------------------

                           THE SPORTSMAN'S GUIDE, INC.
             (Exact name of registrant as specified in its charter)
                        ----------------------------------

             MINNESOTA                              41-1293081
      (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)

              411 Farwell Avenue
            South St. Paul, Minnesota                           55075
    (Address of principal executive offices)                  (Zip Code)
                        ----------------------------------

                           THE SPORTSMAN'S GUIDE, INC.
                            2004 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                        ----------------------------------

                               Gregory R. Binkley
                      President and Chief Executive Officer
                           The Sportsman's Guide, Inc.
                               411 Farwell Avenue
                         South St. Paul, Minnesota 55075
                     (Name and address of agent for service)

                                 (651) 451-3030
          (Telephone number, including area code, of agent for service)
                        ----------------------------------
                         CALCULATION OF REGISTRATION FEE
================================================================================

<TABLE>
<CAPTION>
                                                        Proposed           Proposed
                                                         Maximum           Maximum
      Title of Securities             Amount to be      Offering           Aggregate        Amount of
      to be Registered (1)             Registered    Price per Share    Offering Price   Registration Fee
---------------------------------------------------------------------------------------------------------

<S>                                  <C>             <C>               <C>               <C>
Common Stock, $.01 par value....     101,000 shares     $17.71           $  1,788,710       $   226.63
Common Stock, $.01 par value....     130,000 shares     $20.55           $  2,671,500       $   338.48
Common Stock, $.01 par value....     369,000 shares     $20.45(2)        $  7,546,050(2)    $   956.08(2)
                                     -------                             ------------       ----------
      Total.....................     600,000 shares                      $ 12,006,260       $ 1,521.19
</TABLE>

================================================================================
(1)      This registration statement also relates to Common Stock Purchase
         Rights (the "Rights") issued pursuant to the Rights Agreement dated as
         of May 11, 1999 between The Sportsman's Guide, Inc. and Norwest Bank
         Minnesota, N.A., as Rights Agent. Until the occurrence of certain
         events, the Rights are not exercisable, are evidenced by the Common
         Stock certificates and will be transferred with and only with the
         Common Stock certificates. Thereafter, separate Rights certificates
         will be issued representing one Right for each share of Common Stock
         held, subject to adjustment as provided in the Rights Agreement.

(2)      Estimated solely for purposes of calculating the registration fee
         pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of
         1933 and calculated upon the basis of the average of the high and low
         prices reported on the Nasdaq National Market on August 11, 2004.
================================================================================
<PAGE>
                                EXPLANATORY NOTE

         This Form S-8 Registration Statement relates to 600,000 shares of
Common Stock of The Sportsman's Guide, Inc. that may be issued pursuant to The
Sportsman's Guide, Inc. 2004 Stock Incentive Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

Item 2.  Registrant Information and Employee Plan Annual Information.

         The information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with Rule
428 and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by The Sportsman's Guide, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference in this registration statement:

         1.       The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2003.

         2.       The Company's Quarterly Reports on Form 10-Q for the fiscal
                  periods ended March 31 and June 30, 2004.

         3.       The Company's Current Report on Form 8-K filed July 13, 2004.

         4.       The description of the shares of Common Stock of the Company
                  contained in the Company's Registration Statement on Form 8-A
                  filed under the Securities Exchange Act of 1934 and any
                  amendment or report filed for the purpose of updating such
                  description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein


                                       2
<PAGE>
shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Under Section 302A.521 of the Minnesota Business Corporation Act
("MBCA"), unless the articles of incorporation or bylaws otherwise provide, a
corporation is required to indemnify its directors, officers and employees
against judgments, penalties, fines, settlements and reasonable expenses
(including attorneys' fees) incurred in connection with legal proceedings if (i)
they have not been indemnified by another organization, (ii) they acted in good
faith, (iii) they received no improper personal benefit, (iv) in the case of any
criminal proceeding, they had no reasonable cause to believe their conduct was
unlawful and (v) generally speaking, they reasonably believed their conduct to
be in the corporation's best interests. A corporation shall advance expenses if
the director, officer or other individual furnishes a written affirmation of his
or her good faith belief that he or she has met the applicable statutory
standards for indemnification, he or she furnishes a written undertaking to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation and a determination is made that
the facts then known would not preclude indemnification. The registrant's Bylaws
provide indemnification to directors, officers, employees and agents to the full
extent permitted by the MBCA.

         Under Section 302A.521, a corporation may purchase and maintain
insurance on behalf of a person in that person's official capacity against any
liability asserted against and incurred by the person in or arising from that
capacity, whether or not the corporation would have been required to indemnify
the person against the liability under the provisions of that section. The
registrant maintains directors and officers liability insurance coverage.

         Section 302A.251 of the MBCA permits a corporation to eliminate or
limit the personal liability of a director to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director
through a provision in the corporation's articles of incorporation, except
liability for (i) breach of a director's duty of loyalty, (ii) acts or omissions
not in good faith or that involve intentional misconduct or a knowing violation
of law, (iii) the payment of unlawful distributions or violations of the
Minnesota securities laws, (iv) any transaction from which the director derived
an improper personal benefit or (v) any act or omission occurring prior to
adoption of the provision in the articles providing for such limitation of
liability. The registrant's Articles of Incorporation provide that, to the
fullest extent permitted by the MBCA, a


                                       3
<PAGE>
director shall not be liable to the registrant or its shareholders for monetary
damages for breach of fiduciary duty as a director.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Exhibit Index on Page 7.

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i)      To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

                  (iii)    To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


                                       4
<PAGE>
         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                       5
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of South St. Paul, State of Minnesota, on August 17,
2004.

                                  THE SPORTSMAN'S GUIDE, INC.


                                  By: /s/GREGORY R. BINKLEY
                                      -------------------------------
                                      Gregory R. Binkley
                                      President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

    Signature              Capacity                                Date

/s/GREGORY R. BINKLEY      President, Chief Executive
------------------------   Officer and Director (principal
Gregory R. Binkley         executive officer)

/s/CHARLES B. LINGEN       Executive Vice President of Finance
------------------------   and Administration, Chief Financial
Charles B. Lingen          Officer, Secretary/Treasurer and
                           Director (principal financial and
                           accounting officer)


/s/GARY OLEN*              Director                              August 17, 2004
------------------------
Gary Olen

/s/LEONARD M. PALETZ*      Director
------------------------
Leonard M. Paletz

/s/WILLIAM T. SENA*        Chairman of the Board and Director
------------------------
William T. Sena

/s/JAY A. LEITCH*          Director
------------------------
Jay A. Leitch

/s/DAROLD D. RATH*         Director
------------------------
Darold D. Rath

*By: /s/GREGORY R. BINKLEY
---------------------------
Gregory R. Binkley,
Attorney-in-Fact


                                       6
<PAGE>
                                  EXHIBIT INDEX

Exhibit

4.1      Restated Articles of Incorporation as restated through March 5, 1997
         (incorporated by reference to Exhibit 3.1 to Form 10-K for the year
         ended December 27, 1996, File No. 0-15767)

4.2      Bylaws (incorporated by reference to Exhibit 3.2 to Form S-18
         Registration Statement No. 33-4496C filed April 1, 1986)

4.3      Specimen of the registrant's Common Stock certificate (incorporated by
         reference to Exhibit 4.1 to Amendment No. 1 to Form S-18 Registration
         Statement No. 33-4496C filed May 8, 1986)

4.4      Rights Agreement dated as of May 11, 1999 between the registrant and
         Norwest Bank Minnesota, N.A., as Rights Agent (incorporated by
         reference to Exhibit 4.1 to Form 8-K dated May 11, 1999, File No.
         0-15767)

5.1      Opinion of Chernesky, Heyman & Kress P.L.L.*

23.1     Consent of Grant Thornton LLP*

23.2     Consent of Chernesky, Heyman & Kress P.L.L. (included in Exhibit 5.1)*

24.1     Powers of attorney of each person whose name is signed to this
         registration statement pursuant to a power of attorney*


---------------------
* Filed herewith


                                       7
[{"type": "S-8", "sequence": "1", "filename": "c87598sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18110}]
{"company-data": {"conformed-name": "SPORTSMANS GUIDE INC", "cik": "0000791450", "assigned-sic": "5961", "irs-number": "411293081", "state-of-incorporation": "MN", "fiscal-year-end": "0103"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-118296", "film-number": "04981654"}, "business-address": {"street1": "411 FARWELL AVENUE SO", "city": "ST PAUL", "state": "MN", "zip": "55075", "phone": "6124513030"}, "mail-address": {"street1": "411 FARWELL AVE", "city": "S ST PAUL", "state": "MN", "zip": "55075"}}
As filed with the Securities and Exchange Commission on August 17, 2004

                                                      Registration No. 333-

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        ----------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        ----------------------------------

                           THE SPORTSMAN'S GUIDE, INC.
             (Exact name of registrant as specified in its charter)
                        ----------------------------------

             MINNESOTA                              41-1293081
      (State or other jurisdiction of       (I.R.S. Employer Identification No.)
     incorporation or organization)

              411 Farwell Avenue
            South St. Paul, Minnesota                           55075
    (Address of principal executive offices)                  (Zip Code)
                        ----------------------------------

                           THE SPORTSMAN'S GUIDE, INC.
                            2004 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                        ----------------------------------

                               Gregory R. Binkley
                      President and Chief Executive Officer
                           The Sportsman's Guide, Inc.
                               411 Farwell Avenue
                         South St. Paul, Minnesota 55075
                     (Name and address of agent for service)

                                 (651) 451-3030
          (Telephone number, including area code, of agent for service)
                        ----------------------------------
                         CALCULATION OF REGISTRATION FEE
================================================================================
Proposed           Proposed
                                                         Maximum           Maximum
      Title of Securities             Amount to be      Offering           Aggregate        Amount of
      to be Registered (1)             Registered    Price per Share    Offering Price   Registration Fee
---------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value....     101,000 shares     $17.71           $  1,788,710       $   226.63
Common Stock, $.01 par value....     130,000 shares     $20.55           $  2,671,500       $   338.48
Common Stock, $.01 par value....     369,000 shares     $20.45(2)        $  7,546,050(2)    $   956.08(2)
                                     -------                             ------------       ----------
      Total.....................     600,000 shares                      $ 12,006,260       $ 1,521.19
================================================================================
(1)      This registration statement also relates to Common Stock Purchase
         Rights (the "Rights") issued pursuant to the Rights Agreement dated as
         of May 11, 1999 between The Sportsman's Guide, Inc. and Norwest Bank
         Minnesota, N.A., as Rights Agent. Until the occurrence of certain
         events, the Rights are not exercisable, are evidenced by the Common
         Stock certificates and will be transferred with and only with the
         Common Stock certificates. Thereafter, separate Rights certificates
         will be issued representing one Right for each share of Common Stock
         held, subject to adjustment as provided in the Rights Agreement.

(2)      Estimated solely for purposes of calculating the registration fee
         pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of
         1933 and calculated upon the basis of the average of the high and low
         prices reported on the Nasdaq National Market on August 11, 2004.
================================================================================
EXPLANATORY NOTE

         This Form S-8 Registration Statement relates to 600,000 shares of
Common Stock of The Sportsman's Guide, Inc. that may be issued pursuant to The
Sportsman's Guide, Inc. 2004 Stock Incentive Plan.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

Item 2.  Registrant Information and Employee Plan Annual Information.

         The information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with Rule
428 and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by The Sportsman's Guide, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference in this registration statement:

         1.       The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2003.

         2.       The Company's Quarterly Reports on Form 10-Q for the fiscal
                  periods ended March 31 and June 30, 2004.

         3.       The Company's Current Report on Form 8-K filed July 13, 2004.

         4.       The description of the shares of Common Stock of the Company
                  contained in the Company's Registration Statement on Form 8-A
                  filed under the Securities Exchange Act of 1934 and any
                  amendment or report filed for the purpose of updating such
                  description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein

                                       2
shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Under Section 302A.521 of the Minnesota Business Corporation Act
("MBCA"), unless the articles of incorporation or bylaws otherwise provide, a
corporation is required to indemnify its directors, officers and employees
against judgments, penalties, fines, settlements and reasonable expenses
(including attorneys' fees) incurred in connection with legal proceedings if (i)
they have not been indemnified by another organization, (ii) they acted in good
faith, (iii) they received no improper personal benefit, (iv) in the case of any
criminal proceeding, they had no reasonable cause to believe their conduct was
unlawful and (v) generally speaking, they reasonably believed their conduct to
be in the corporation's best interests. A corporation shall advance expenses if
the director, officer or other individual furnishes a written affirmation of his
or her good faith belief that he or she has met the applicable statutory
standards for indemnification, he or she furnishes a written undertaking to
repay such amount if it shall ultimately be determined that he or she is not
entitled to be indemnified by the corporation and a determination is made that
the facts then known would not preclude indemnification. The registrant's Bylaws
provide indemnification to directors, officers, employees and agents to the full
extent permitted by the MBCA.

         Under Section 302A.521, a corporation may purchase and maintain
insurance on behalf of a person in that person's official capacity against any
liability asserted against and incurred by the person in or arising from that
capacity, whether or not the corporation would have been required to indemnify
the person against the liability under the provisions of that section. The
registrant maintains directors and officers liability insurance coverage.

         Section 302A.251 of the MBCA permits a corporation to eliminate or
limit the personal liability of a director to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director
through a provision in the corporation's articles of incorporation, except
liability for (i) breach of a director's duty of loyalty, (ii) acts or omissions
not in good faith or that involve intentional misconduct or a knowing violation
of law, (iii) the payment of unlawful distributions or violations of the
Minnesota securities laws, (iv) any transaction from which the director derived
an improper personal benefit or (v) any act or omission occurring prior to
adoption of the provision in the articles providing for such limitation of
liability. The registrant's Articles of Incorporation provide that, to the
fullest extent permitted by the MBCA, a

                                       3
director shall not be liable to the registrant or its shareholders for monetary
damages for breach of fiduciary duty as a director.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Exhibit Index on Page 7.

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i)      To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

                  (iii)    To include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                       4
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of South St. Paul, State of Minnesota, on August 17,
2004.

                                  THE SPORTSMAN'S GUIDE, INC.

                                  By: /s/GREGORY R. BINKLEY
                                      -------------------------------
                                      Gregory R. Binkley
                                      President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

    Signature              Capacity                                Date

/s/GREGORY R. BINKLEY      President, Chief Executive
------------------------   Officer and Director (principal
Gregory R. Binkley         executive officer)

/s/CHARLES B. LINGEN       Executive Vice President of Finance
------------------------   and Administration, Chief Financial
Charles B. Lingen          Officer, Secretary/Treasurer and
                           Director (principal financial and
                           accounting officer)

/s/GARY OLEN*              Director                              August 17, 2004
------------------------
Gary Olen

/s/LEONARD M. PALETZ*      Director
------------------------
Leonard M. Paletz

/s/WILLIAM T. SENA*        Chairman of the Board and Director
------------------------
William T. Sena

/s/JAY A. LEITCH*          Director
------------------------
Jay A. Leitch

/s/DAROLD D. RATH*         Director
------------------------
Darold D. Rath

*By: /s/GREGORY R. BINKLEY
---------------------------
Gregory R. Binkley,
Attorney-in-Fact

                                       6
EXHIBIT INDEX

Exhibit

4.1      Restated Articles of Incorporation as restated through March 5, 1997
         (incorporated by reference to Exhibit 3.1 to Form 10-K for the year
         ended December 27, 1996, File No. 0-15767)

4.2      Bylaws (incorporated by reference to Exhibit 3.2 to Form S-18
         Registration Statement No. 33-4496C filed April 1, 1986)

4.3      Specimen of the registrant's Common Stock certificate (incorporated by
         reference to Exhibit 4.1 to Amendment No. 1 to Form S-18 Registration
         Statement No. 33-4496C filed May 8, 1986)

4.4      Rights Agreement dated as of May 11, 1999 between the registrant and
         Norwest Bank Minnesota, N.A., as Rights Agent (incorporated by
         reference to Exhibit 4.1 to Form 8-K dated May 11, 1999, File No.
         0-15767)

5.1      Opinion of Chernesky, Heyman & Kress P.L.L.*

23.1     Consent of Grant Thornton LLP*

23.2     Consent of Chernesky, Heyman & Kress P.L.L. (included in Exhibit 5.1)*

24.1     Powers of attorney of each person whose name is signed to this
         registration statement pursuant to a power of attorney*

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* Filed herewith

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