SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* MCCARTHY MICHAEL R (Last) (First) (Middle) C/O CABELA'S INCORPORATED ONE CABELA DRIVE (Street) SIDNEY NE 69160 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/24/2004	3. Issuer Name and Ticker or Trading Symbol CABELAS INC [ CAB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock (voting)	12,845	D
Common Stock (voting)	3,058,328	I	By Outdoor Investors, L.P.(1)(2)
Common Stock (voting)	6,116,664	I	By Fulcrum Growth Partners, L.L.C.(1)(2)
Common Stock (non-voting)	1,820,437	I	By McCarthy Group, Inc.(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 6,116,664 shares of the voting common stock of the Issuer reported on this Form 3 are held of record by Fulcrum Growth Partners, L.L.C. As the managing member of Fulcrum Growth Partners, L.L.C., McCarthy Group, Inc., may be deemed the beneficial owner of such shares of the Issuer owned by Fulcrum Growth Partners, L.L.C. 3,058,328 shares of the voting common stock of the Issuer reported on this Form 3 are held of record by Outdoor Investors, L.P. As the sole general partner of Outdoor Investors, L.P., Outdoor G.P., LLC, an indirectly wholly owned subsidiary of McCarthy Group, Inc., may be deemed the beneficial owner of such shares owned by Outdoor Investors, L.P. McCarthy Group, Inc., in turn may be deemed the beneficial owner of these securities. 1,820,437 shares of the non-voting common stock of the Issuer reported on this Form 3 are held of record by McCarthy Group, Inc.

2. The Reporting Person, as the Chairman and principal shareholder of McCarthy Group, Inc., may be deemed to share beneficial ownership of any securities of the Issuer that McCarthy Group, Inc., beneficially owns or may be deemed to beneficially own. The Reporting Person disclaims beneficial ownership of all of these securities except to the extent of his pecuniary interest therein.

	/s/ Michael R. McCarthy	06/24/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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