SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 7010
February 7, 2008
  Mr. John A. Kelly Chief Financial Officer
Smith & Wesson Holding Corp.
2100 Roosevelt Avenue Springfield, MA  01104
 RE: Form 10-K for the fiscal  year ended April 30, 2007
Forms 10-Q for the periods ended Ju ly 31, 2007 and October 31, 2007
  File No. 1-31552

Dear Mr. Kelly:
We have limited our review to  those issues we have addressed in our comments.
If you disagree with a comment, we will c onsider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may or may not 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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. John A. Kelly
Smith & Wesson Holding Corp.
February 7, 2008 Page 2 of 4
FORM 10-K FOR THE YEAR ENDED APRIL 30, 2007

 Note 22 – Commitments and Contingencies, page F-36

 Litigation, page F-36

1. As of April 30, 2007 you have accrued rese rves for product liability of $9 million,
$2.9 million of which is classified as current. We also note the following:

- As noted on pages 48 and F-15, you provide reserves for potential product liability defense costs.  We assume th ese defense costs are recorded in the
product liability accrual.  Tell us, and revi se future filings to explain, whether
you accrue for probable and estimable settle ments in addition to defense costs.

- As noted on page F-36, the product liability accrual includes amounts for defense costs for asserted and unasserted claims.  You believe that although it is uncertain whether the outcome of these claims will have a material adverse effect on your consolidated financial position, results of operations, or cash flows, you do not anticipate a material adverse judgment and intend to
vigorously defend yourselves.

- In the years ended April 30, 2007, 2006 and 2005, you paid $65,798, $0, and
$4,535, respectively, in defense and admini strative costs relative to product
liability and municipal litigati on.  In addition, you spent $25,000, $15,000,
and $0, respectively, in those fi scal years in settlement fees relative to product
liability cases.

- In fiscal 2007, 2006, and 2005, you recorded expense (income) of $159,052, $87,734, and ($2.9 million), respectively, to recognize changes in your product and municipal litigation liabilit y.  The income in fiscal 2005 was due
to a reduction in reserves due to favorable outcomes in product and municipal cases, as well as to reflect the in itiation of insurance coverage.

Considering your conclusions on the potenti al for additional losses, the minimal
periodic amounts spent and r ecorded, it is unclear to us why you have recorded $9
million in product liabilities, all of which you assume to be probable and estimable losses.  Please advise.

Mr. John A. Kelly
Smith & Wesson Holding Corp.
February 7, 2008 Page 3 of 4
2. We note that on page 48 and F-36, you state that the estimated range of reasonably possible additional losses is  zero.  However on page F-36, you also
state that a range of reasonably possible losses cannot be estimated .  Although we
realize that any uncertainty may be relate d to semantics, please help us better
understand your position.  In this regar d, we point out the difference between:

- Estimating the range of reasonably possible additional losses to be zero, meaning it is not reasonably possible that losses in excess of the amounts
accrued could be material, or:
- Estimating that it is reasonably possible that addi tional losses could be
material , but the range cannot be estimated.

Please note that the distinction may be c onsidered significant, because the former
view is that additional losse s are remote and the latter is  that they are reasonably
possible.  Please advise.

3. In order for us to better understand th e impact of product liabilities on your
company, please provide us with the following:

- A roll-forward of activity for the product liability accrual alone, for each year presented and the most recent interim period.  Show the beginning balance,
expenditures, adjustments and current a dditions to expense.   Break out legal
and administrative expense and settle ment amounts by both type and period
recorded.  Provide a reasonable detail ed narrative explaining the activity.
- An analysis of the April 30, 2007 and the accrual at the most recent interim
period showing the components (legal, admin, settlements) and reconciling such amounts to the asserted and una sserted claims, and explaining why each
amount is probable and estimable.

*    *    *    *
 Please respond to these comments within  10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review.  Please file your supplemental response on EDGAR as a correspondence file.  Please understand that we may have additional comments after reviewing your responses to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information required under the Securities Ex change Act of 1934 and that they have
provided all information investors require fo r an informed decision.  Since the company

Mr. John A. Kelly
Smith & Wesson Holding Corp. February 7, 2008 Page 4 of 4   and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
 • staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
 • the company may not assert staff comments 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 advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 If you have any questions regarding these co mments, please direct them to Jeffrey
Gordon, Staff Accountant, at (202) 551-3866 or, in his absen ce, to the undersigned at
(202) 551-3689.
       S i n c e r e l y ,
          John Hartz        Senior Assistant Chief Accountant