FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CABELA MARY A 		2. Issuer Name and Ticker or Trading Symbol

CABELAS INC [ CAB ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O CABELA'S INCORPORATED, ONE CABELA DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/15/2012
(Street)

SIDNEY,, NE 69160
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   3/6/2012     G (1)   V 110600   A $ 0   115342   D  
 
Common Stock   3/15/2012     S (2)    5000   D $36.26   110342   D  
 
Common Stock                  6805564   (3) I   by Cabela's Family, LLC  
Common Stock                  158680   I   by Spouse  
Common Stock                  189802   (3) I   by M. A. Cabela 2002 Irrevocable Annuity Trust dated May 8, 2002  
Common Stock                  12580   I   by Spouse (through 401(k) Plan)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Represents an annuity payment made to the Reporting Person by the Mary A. Cabela 2008 Irrevocable Annuity Trust dated December 15, 2008. Neither the Reporting Person nor the Reporting Person's spouse serves as a trustee of this trust.
( 2)  This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 13, 2010, as amended on November 4, 2010. The Rule 10b5-1 trading plan was entered into as part of Mr. and Mrs. Cabela's personal financial and estate planning.
( 3)  The Reporting Person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CABELA MARY A
C/O CABELA'S INCORPORATED
ONE CABELA DRIVE
SIDNEY,, NE 69160
X


Signatures
Brent LaSure, Attorney-in-Fact 3/15/2012
** 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 control number.
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