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

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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^*

CABELA RICHARD N

(Last)

(First)

(Middle)

C/O CABELA'S INCORPORATED

ONE CABELA DRIVE

(Street)

SIDNEY,

69160

(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
X	Officer (give title below)		Other (specify below)
	Chairman

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2004

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)								8,663,964	I	by Cabela's Family, LLC⁽²⁾
Common Stock (voting)								902,387⁽²⁾	D
Common Stock (voting)	11/16/2004		S⁽¹⁾		74,327	D	$22.5	21,849	I	by Spouse⁽²⁾
Common Stock (voting)								12,579.7838	I	by 401(k) Plan
Common Stock (voting)	11/16/2004		S⁽¹⁾		560,694	D	$22.5	0	I	Mary A. Cabela Irrevocable Annuity Trust dated December 30, 1999⁽²⁾
Common Stock (voting)	11/16/2004		S⁽¹⁾		665,156	D	$22.5	0	I	by M.A. Cabela 2002 Irrevocable Annuity Trust dated May 8, 2002⁽²⁾
Common Stock (voting)	11/16/2004		S⁽¹⁾		827,482	D	$22.5	0	I	by M.A. Cabela 2003 Irrevocable Annuity Trust dated August 12, 2003⁽²⁾

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)

Explanation of Responses:

1. Sold pursuant to a registered public offering.

2. In prior reports, the Reporting Person reported indirect benefical ownership of 11,672,167 shares of voting common stock of the Issuer held by Cabela's Family, LLC. On October 25, 2004, Cabela's Family, LLC made the following distribution to its members: 880,543 shares of voting common stock to the Reporting Person; 74,328 shares of voting common stock to Mary A. Cabela; 560,694 shares of voting common stock to the Mary A. Cabela Irrevocable Annuity Trust dated December 30, 1999; 665,156 shares of voting common stock to the M.A. Cabela 2002 Irrevocable Annuity Trust dated May 8, 2002; and 827,482 shares of voting common stock to the M.A. Cabela 2003 Irrevocable Annuity Trust dated August 12, 2003.

Remarks:

	Brent LaSure, Attorney-in-Fact	11/17/2004
	** 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.
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