SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
         DIVISION OF
CORPORATION FINANCE

April 10, 2007

Mail Stop 7010

By U.S. Mail and facsimile to (602) 445-8100

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

Re:  Smith & Wesson Holding Corporation
 Registration Statement on Form S-3
Filed March 12, 2007
 File No. 333-141231

Dear Mr. Golden:

We have limited our review of your filing to those issues we have addressed in
our comments below.  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 revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us
with supplemental information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

Please understand that the purpose of our re view 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. Please revise your cover page and throughout your prospectus, as applicable, to clarify that in addition to  registering for resale the convertible notes and the
underlying shares of common stock, you are also registering the conversion of the notes into shares of common stock by th e noteholders.  Submit a revised opinion
of counsel reflecting this revision.

Michael F. Golden
Smith & Wesson Holding Corporation
April 10, 2007 Page 2

2. Note that because you are issuing shares under a conversion formula based in part
on fluctuating market prices, you may not rely on Rule 416 but must instead register for resale the ma ximum number of shares needed in your good faith
estimate.  As such, please delete refere nce to Rule 416 from the footnotes to the
fee table that appears on the cove r of the registration statement.

3. Please provide us, with a view toward disc losure in the prospectus, with the total
dollar value of the securi ties underlying the convertib le notes that you have
registered for resale (using the number of underlying securities that you have registered for resale and the market pri ce per share for those securities on the date
of the sale of the convertible notes).

4. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of the dollar amount of each  payment (including the value of any
payments to be made in common stock) in connection with the transaction that
you have made or may be required to ma ke to any selling shareholder, any
affiliate of a selling shareholder, or any person with whom any selling shareholder has a contractual relationsh ip regarding the transacti on (including any interest
payments, liquidated damages, payments  made to “finde rs” or “placement
agents,” and any other payments or poten tial payments).  Please provide footnote
disclosure of the terms of each such payment.  Please do not include any repayment of principal on the conve rtible notes in this disclosure.

Further, please provide us, with a view to ward disclosure in the prospectus, with
disclosure of the net proceeds to the issuer from the sale of the convertible notes and the total possible payments to all selling shareholders and any of their
affiliates in the first year following the sale of convertible notes.

5. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:
• the total possible profit the selling shar eholders could rea lize as a result of
the conversion discount for the securities underlying the convertible notes,
presented in a table with the followi ng information disclosed separately:
• the market price per share of  the securities underlying the
convertible notes on the date of th e sale of the convertible notes;
• the conversion price per share of  the underlying securities on the
date of the sale of the convertible notes, calculated as follows:
• if the conversion price per share is set at a fixed price, use
the price per share established in the convertible notes; and
• if the conversion price per shar e is not set at a fixed price
and, instead, is set at a floating rate in relationship to the market price of the underlying security, use the conversion discount rate and the market ra te per share on the date of

Michael F. Golden
Smith & Wesson Holding Corporation
April 10, 2007 Page 3
the sale of the convertible  notes and determine the
conversion price per share as of that date;
• the total possible shares unde rlying the convertible notes
(assuming no interest payments and complete conversion throughout the term of the note);
• the combined market price of th e total number of shares underlying
the convertible notes, calculated  by using the market price per
share on the date of the sale of the convertible notes and the total
possible shares underlying the convertible notes;
• the total possible shares the selling shareholders may receive and the combined conversion price of the total number of shares underlying the convertible notes calculated by using the conversion price on the date of the sale of the convertible notes and the total
possible number of shares the selling shareholders may receive; and
• the total possible discount to the ma rket price as of the date of the
sale of the convertible notes, ca lculated by subtracting the total
conversion price on the date of th e sale of the convertible notes
from the combined market price of the total number of shares
underlying the convertible notes on that date.

If there are provisions in the convertible  notes that could result in a change
in the price per share upon the occurrence of certain events, please provide additional tabular disclosure as appropriate.  For example, if the conversion price
per share is fixed unless and until the market price falls below a stated price, at
which point the conversion price per share drops to a lower price, please provide
additional disclosure.

6. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:
• The total possible profit to be realized as a result of any conversion
discounts for securities underlying any other warrants, options, notes, or other securities of the issuer that ar e held by the selling shareholders or
any affiliates of the selling shareholders, presented in a table with the following information disclosed separately:
• market price per share of the unde rlying securities on the date of
the sale of that other security;
• the conversion/exercise price per shar e as of the date of the sale of
that other security, cal culated as follows:
• if the conversion/exercise pric e per share is set at a fixed
price, use the price per share on the date of the sale of that
other security, and
• if the conversion/exercise pric e per share is not set at a
fixed price and, instead, is set at a floating rate in

Michael F. Golden
Smith & Wesson Holding Corporation
April 10, 2007 Page 4
relationship to the market pr ice of the underlying security,
use the conversion/exercise di scount rate and the market
rate per share on the date of th e sale of that other security
and determine the conversion price per share as of that date;
• the total possible shar es to be received under the particular
securities (assuming comple te conversion /exercise);
• the combined market price of the total number of underlying
shares, calculated by using the market price per share on the date
of the sale of that other security and the total possible number of shares to be received;
• the total possible shares to be received and the combined conversion price of the total number of shares underlying that other
security calculated by using the c onversion price on the date of the
sale of that other security a nd the total possible number of
underlying shares; and
• the total possible discount to the ma rket price as of the date of the
sale of that other security, cal culated by subtracting the total
conversion/exercise price in the date  of sale of that  other security
from the combined market price of the total number of underlying
shares on that date.

7. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:
• the gross proceeds paid or payable to the issuer in the convertible notes
transaction;
• all payments that have been made or that may be required to be made by the issuer that are disclosed in response to comment 2, above;
• the resulting net proceeds to the issuer; and
• the combined total possible profit to  be realized as a result of any
conversion discounts regarding the secu rities underlying the convertible
notes and any other warrants, options , notes, or other securities of the
issuer that are held by the selling shareholders or any affiliates of the selling shareholders that is disclo sed in response to comments 3-4, above.

Further, please provide us, with a view toward disclosure in the
prospectus, with disclosure—as a percen tage—of the total amount of all possible
payments, as disclosed in response to comment 4, and the total possible discount
to the market price of the shares underlyi ng the convertible note s, as disclosed in
response to comment 5, divided by the net proceeds to the issuer from the sale of
the convertible notes, as well as the amount of that resulting pe rcentage averaged
over the term of th e convertible notes.

Michael F. Golden
Smith & Wesson Holding Corporation
April 10, 2007 Page 5
8. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of all prior securities transact ions between the issuer (or any of its
predecessors) and the selling shareholders, any affiliates of the selling shareholders, or any person with whom any selling shareholder has a contractual relationship regarding the transaction (or any predecessors of those persons), with
the table including the following information disclosed separately for each transaction:
• the date of the transaction;
• the number of shares of the class of securities subject to the transaction
that were outstanding pr ior to the transaction;
• the number of shares of the class of securities subject to the transaction
that were outstanding prior to the transaction and held by persons other than the selling shareholders, affiliate s of the company, or affiliates of the
selling shareholders;
• the number of shares of the class of securities subject to the transaction
that were issued or issuable in connection with the transaction;
• the percentage of total is sued and outstanding securities that were issued
or issuable in the transaction (assuming full issuance), with the percentage calculated by taking the number of sh ares issued and outstanding prior to
the applicable transaction and held by persons other than the selling
shareholders, affiliates of the company, or affiliates of the selling shareholders, and dividing that number by the number of shares issued or
issuable in connection with the applicable transaction;
• the market price per share of the cl ass of securities subject to the
transaction immediately prior to the tran saction (reverse sp lit adjusted, if
necessary); and
• the current market price per share of the class of securities subject to the
transaction (reverse split adjusted, if necessary).

9. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure comparing:
• the number of shares outstanding prior to the convertible notes transaction
that are held by persons other than the selling shareholders, affiliates of
the company, and affiliates of  the selling shareholders;
• the number of shares registered for re sale by the selling shareholders or
affiliates of the selling shareholders in prior registration statements;
• the number of shares registered for re sale by the selling shareholders or
affiliates of the selling shareholders that continue to be held by the selling shareholders or affiliates of the selling shareholders;
• the number of shares that have been so ld in registered resale transactions
by the selling shareholders or affiliates of the selling shareholders; and
• the number of shares registered fo r resale on behalf of the selling
shareholders or affiliates of the selling shareholders in the current

Michael F. Golden
Smith & Wesson Holding Corporation
April 10, 2007 Page 6
transaction.

In this analysis, the calculation of th e number of outstanding shares should
not include any securities  underlying any outstanding convertible securities,
options, or warrants.

10. Please provide us, with a view toward di sclosure in the prospectus, with the
following information:
• whether the issuer has the intention, and a reasonable  basis to believe that
it will have the financial ability, to  make all payments on the overlying
securities; and
• whether—based on information obtained from the selling shareholders—
any of the selling shareholders have  an existing short position in the
company’s common stock and, if any of the selling shareholders have an
existing short position in the comp any’s stock, the following additional
information:
• the date on which each such selli ng shareholder entered into that
short position; and
• the relationship of the date on which each such selling shareholder
entered into that short position to the date of th e announcement of
the convertible notes transaction and the filing of the registration
statement (e.g.,  before or after the announcement of the
convertible notes transaction, before  the filing or after the filing of
the registration statement, etc.).

11. Please provide us, with a view toward disclosure in the prospectus, with:
• a materially complete description of  the relationships and arrangements
that have existed in the past three years or are to be performed in the
future between the issuer (or any of  its predecessors ) and the selling
shareholders, any affiliates of the selling shareholders, or any person with whom any selling shareholder has a c ontractual relationship regarding the
transaction (or any predecessors of those persons)—the information
provided should include, in reasonable detail, a complete description of
the rights and obligations of the partie s in connection with the sale of the
convertible notes; and
• copies of all agreements between th e issuer (or any of its predecessors)
and the selling shareholders, any affili ates of the selling shareholders, or
any person with whom any selling shareholder has a contractual relationship regarding th e transaction (or any predecessors of those
persons) in connection with the sa le of the convertible notes.

 If it is your view that  such a description of  the relationships and
arrangements between and among those pa rties already is presented in the
prospectus and that all agreements between and/or among those parties are

Michael F. Golden
Smith & Wesson Holding Corporation
April 10, 2007 Page 7
included as exhibits to the registrati on statement, please provide us with
confirmation of your view in this regard.

Table of Contents

12. We note your statement cautioning reliance on information contained within or
incorporated by reference into the prospectus, as well as on any prospectus
supplement.  Please revise to clarify that investors are entitled to rely on
information contained in your other public filings.

Prospectus Summary, page 1
The Offering, page 3

13. We note your statement that the conversion rate of the convertible notes may be
“subject to adjustment in certain events.”