Amendment No. 6
The Sportsman's Guide, Inc.
Common Stock, $.01 par value
CUSIP Number  848907 20 1

CUSIP No.  848907 20 1
Item 1:   Reporting Person -  Vincent W. Shiel/The Amended
                              Vincent W. Shiel Revocable Trust
                              dated January 18, 1989
Item 2:   (b) Disclaims membership in a group 
Item 4:   PF
Item 6:   United States
Item 7:   525,851
Item 8:   111,796
Item 9:   525,851
Item 10:  111,796
Item 11:  637,647
Item 13:  15.4%
Item 14:  IN/00


CUSIP NO.  848907 20 1
Item 1:   Reporting Person -  Helen M. Shiel/The Helen M. Shiel
                              Revocable Trust dated January 23,
                              1989
Item 2:   (b) Disclaims membership in a group 
Item 4:   PF
Item 6:   United States
Item 7:   111,796
Item 8:   525,851
Item 9:   111,796
Item 10:  525,851
Item 11:  637,647
Item 13:  15.4%
Item 14:  IN/00


CUSIP NO.  848907 20 1
Item 1:   Reporting Person - Stuart A. Shiel
Item 2:   (b) Disclaims membership in a group 
Item 4:   PF
Item 6:   United States
Item 7:   165,463
Item 8:   0
Item 9:   165,463
Item 10:  0
Item 11:  165,463
Item 13:  4.2%
Item 14:  IN


CUSIP NO. 848907 20 1
Item 1:   Reporting Person -  Ralph E. Heyman, individually, and
                              as trustee under various trusts for
                              the benefit of Vincent W. Shiel and
                              Helen M. Shiel and their children
                              and grandchildren
Item 2:   (b) Disclaims membership in a group     
Item 4:   PF/00
Item 6:   United States

Item 7:   453,960
Item 8:   0
Item 9:   453,960
Item 10:  0
Item 11:  453,960
Item 13:  11.2%
Item 14:  IN/00

Item 2.   IDENTITY AND BACKGROUND

     (b)  Residence or Business Address

          (iii) Stuart A. Shiel - 37710 Pinwood Court, Magnolia,
                TX 77355

Item 5.   INTEREST IN SECURITIES OF THE ISSUER

     (a)  Pursuant to Rule 13d-4, each person filing hereunder
          expressly declares that the filing of this statement
          shall not be construed as an admission that he or she is
          the beneficial owner of any securities covered by this
          statement other than as follows:

          (i)   Vincent W. Shiel, as Trustee of the Vincent W.
                Shiel Revocable Trust, is the beneficial owner of
                525,851 shares of Common Stock (147,348 of which
                represents shares issuable upon the exercise of
                warrants).  Vincent W. Shiel, as the spouse of
                Helen M. Shiel, is the beneficial owner of 111,796
                shares of Common Stock which are held in the name
                of Helen M. Shiel, as Trustee of the Helen M.
                Shiel Revocable Trust.  Therefore, the aggregate
                amount of shares of Common Stock beneficially
                owned by Vincent W. Shiel is 637,647.

          (ii)  Helen M. Shiel, as Trustee of the Helen M. Shiel
                Revocable Trust, is the beneficial owner of
                111,796  shares of Common Stock (45,001 of which
                represent shares issuable upon the exercise of
                warrants).  Helen M. Shiel, as the spouse of
                Vincent W. Shiel, is the beneficial owner of the
                525,851 shares of Common Stock which are held in
                the name of Vincent W. Shiel, as Trustee of the
                Vincent W. Shiel Revocable Trust.  Therefore, the
                aggregate amount of shares of Common Stock
                beneficially owned by Helen M. Shiel is 637,647.

          (iii) Stuart A. Shiel is the beneficial owner of 165,463
                shares of Common Stock (20,000 of which represent
                shares issuable upon the exercise of warrants).

          (iv)  Ralph E. Heyman, as Trustee under various trusts 
                for the benefit of Vincent W. Shiel and Helen M.
                Shiel and their children and grandchildren, is the
                beneficial owner of 451,960 shares of Common Stock
                (97,652 of which represent shares issuable upon
                the exercise of warrants).  Mr. Heyman,
                individually, owns 2,000 shares of Common Stock. 

     (b)  Sole Power to Vote and Dispose of Common Stock
     
          (i)   Vincent W. Shiel, as Trustee under the Vincent W.
                Shiel Revocable Trust, has the sole power to vote
                and dispose of 525,851 shares of Common Stock.

          (ii)  Helen M. Shiel, as Trustee under the Helen M.
                Shiel Revocable Trust, has sole power to vote and
                dispose of 111,796 shares of Common Stock.

          (iii) Stuart A. Shiel has the sole power to vote and
                dispose of 165,463 shares of Common Stock.

          (iv)  Ralph E. Heyman, individually, and as Trustee
                under various trusts for the benefit of Vincent W.
                Shiel and Helen M. Shiel and their children and
                grandchildren, has sole power to vote and dispose
                of 453,960 shares of Common Stock.

          Shared Power to Vote and Dispose of Common Stock

          (i)   Vincent W. Shiel has the shared power to vote and 
                dispose of 111,796 shares of Common Stock held by
                the Helen M. Shiel Revocable Trust.

          (ii)  Helen M. Shiel has the shared power to vote and
                dispose of the 525,851 shares of Common Stock held
                by the Vincent W. Shiel Revocable Trust.

     (c)  (i)   As part of a registered public offering of the
                common shares of the issuer that was consummated
                on February 10, 1998, Vincent W. Shiel sold 46,500
                common shares of the issuer at $6.50 per share and
                Helen M. Shiel, Dr. Shiel's wife, sold 8,206
                common shares of the issuer at $6.50 per share.

          (ii)  As part of a registered public offering of the
                common shares of the issuer that was consummated
                on February 10, 1998, Helen M. Shiel sold 8,206
                shares of the issuer at $6.50 per share and
                Vincent W. Shiel, Helen M. Shiel's spouse, sold
                46,500 shares of the issuer at $6.50 per share.

          (iii) As part of a registered public offering of the
                common shares of the issuer that was consummated
                on February 10, 1998, Stuart A. Shiel sold 17, 871
                shares of the issuer at $6.50 per share.

          (iv)  As part of a registered public offering of the
                common shares of the issuer that was consummated
                on February 10, 1998, Ralph E. Heyman, as Trustee
                under various trusts for the benefit of
                Vincent W. Shiel and Helen M. Shiel and their

                children and grandchildren, sold 43,528 shares of
                the issuer at $6.50 per share.

     (d)  None

     (e)  Stuart A. Shiel ceased to be the beneficial owner of more
          than five percent of the Common Stock on February 10,
          1998.

          









     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.


                                   VINCENT W. SHIEL

                                   Vincent W. Shiel

Date:  February 24, 1998



     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.


                                   HELEN M. SHIEL

                                   Helen M. Shiel

Date:  February 24, 1998



     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.


                                   STUART A. SHIEL

                                   Stuart A. Shiel

Date:  February 24, 1998



     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.


                                   RALPH E. HEYMAN

                                   Ralph E. Heyman

Date:  February 24, 1998