SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCCARTHY MICHAEL R

(Last)

(First)

(Middle)

C/O MCCARTHY GROUP, INC.

1125 SOUTH 103 STREET, SUITE 450

(Street)

OMAHA

68124

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CABELAS INC [ CAB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2004

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock (voting)	08/06/2004		X⁽¹⁾		180,576	A	$13.73	180,576	I	By Outdoor G.P., LLC⁽²⁾⁽³⁾
Common Stock (voting)								12,845	D
Common Stock (voting)								4,753,226	I	By Fulcrum Growth Partners, L.L.C.⁽²⁾⁽³⁾
Common Stock (voting)								3,058,328	I	By Outdoor Investors, L.P.⁽²⁾⁽³⁾
Common Stock (non-voting)								1,820,437	I	By McCarthy Group Inc.⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to purchase)	$13.73	08/06/2004		X			0⁽¹⁾	09/23/2003	11/21/2004	Common Stock (voting)	180,576	$13.73	0⁽¹⁾	I	By Outdoor G.P., LLC

Explanation of Responses:

1. Outdoor G.P., LLC exercised call options to purchase 180,576 shares of the voting common stock of the Issuer. Outdoor G.P., LLC continues to hold call options to purchase 72,817 shares of the voting common stock of the Issuer.

2. 4,753,226 shares of the voting common stock of the Issuer reported on this Form 4 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 4 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. 180,576 shares of the voting common stock of the issuer are held of record by Outdoor G.P., LLC. 1,820,437 shares of the non-voting common stock of the Issuer reported on this Form 4 are held of record by McCarthy Group, Inc.

3. 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/ Margaret L. Doyle as Attorney-in-Fact	08/09/2004
	** 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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.