SecProbe.io

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Mail Stop 7010

      January 6, 2006

Michael F. Golden
President and Chief Executive Officer
Smith & Wesson Holding Corporation
2100 Roosevelt Avenue
Springfield, MA 01104

Re:	Smith & Wesson Holding Corporation
	Registration Statement on Form S-3
	Filed on December 22, 2005
	File No. 333-130634
   	Form 10-K/A for the fiscal year ended April 30, 2005
      Form 10-Q for the quarter ended October 31, 2005
      File No. 1-31552

Dear Mr. Golden:

      We have limited our review of your filing to those issues we
have addressed on our comments.  Where indicated, we think you
should
revise your documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Risk Factors, page 3
We are currently involved in numerous lawsuits, page 3

1. We note your response to comment 7 in our letter dated November
1,
2005 and your revised disclosure in the last sentence of the first
paragraph of this risk factor.  Please revise further to clarify
the
risk and explain what impact this would have on your company.

We face risks associated with international trade and currency
exchange, page 8

2. We note your response to comment 9 in our letter dated November
1,
2005.  Please tell us the names of the 50 countries where you sell
your products.  We may have further comment based on your
response.

We are subject to national events, page 9

3. We note your response to comment 6 in our letter dated November
1,
2005.  Please revise to clarify the risk that your company faces.
Your disclosure here appears to focus primarily on the increased
demand you have experienced since September 11, 2001.

Exhibit 5.1 -- Legal Opinion

4. Please have counsel revise to delete the term "substantive" in
the
first sentence of the second to last paragraph.

	As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
with your amendments that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendments and responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed decision.  Since the company and its management
are
in possession of all facts relating to a company`s disclosure,
they
are responsible for the accuracy and adequacy of the disclosures
they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Brigitte Lippmann at (202) 551-3713 or Lesli
Sheppard at (202) 551-3708 if you have questions. In this regard,
please do not hesitate to contact the undersigned at (202) 551-
3760.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Robert Kant, Esq. (via facsimile 602/445-8100)
	Greenberg Traurig, LLP
	2375 East Camelback Road
	Phoenix, AZ 85016
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Michael F. Golden
Smith & Wesson Holding Corporation
January 6, 2006
Page 3

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

         DIVISION OF
CORPORATION FINANCE

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