SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             October 23, 2009
 William F. Spengler Chief Financial Officer Smith & Wesson Holding Corporation 2100 Roosevelt Avenue Springfield, Massachusetts 01104
 RE: Smith & Wesson Holding Corporation
Form 10-K for Fiscal Ye ar Ended April 30, 2009
Form 10-Q for Fiscal Quarter Ended July 31, 2009
File No. 1-31552
Dear Mr. Spengler:
   We have reviewed your filing and have th e following comments.  If you disagree with a
comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as neces sary 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 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 requir ements and to enhance the overall disclosure in
your filings.  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 lis ted at the end of  this letter.

FORM 10-K FOR THE YEAR ENDED APRIL 30, 2009

 Item 1. Business, page 1

1. We note that you sell a significant amount of your  products outside of the United States.
In future filings, please provide  the financial information a bout geographic areas required
by Item 101(d) of Regulation S-K.

Products and Services, page 2

2. In future filings, please disclose the amount or  percentage of total revenue contributed by
each class of firearm and other pr oducts for each of the last three  fiscal years.  See Item
101(c)(1)(i) of Regulation S-K.

Mr. William Spengler
October 23, 2009 Page 2  Research and Development; Ne w Product Introduction, page 10

 3. In future filings, please disclose the es timated amount spent on company-sponsored
research and development activitie s during each of the last three
 fiscal years.  See Item
101(c)(1)(xi) of Regulation S-K.
 Liquidity and Capital Resources, page 38

 4. We note your disclosure on page F-23 indica tes that your credit agreement with TD Bank
contains certain financial c ovenants that you were in comp liance with at year-end.  We
assume that your Convertible Debt and Te rm loans may include covenants that are
restrictive and/or requir e that you satisfy certain financial ratios.  In future filings please
define all material covenants and clearly indicate whether you are in compliance at the
end of the period presented.  Additionally, in future filings, if it becomes reasonably likely that you may not comply with any mate rial covenant, please pr esent, for your most
significant and restric tive covenants, actual ratios and other actual amounts versus
minimum/maximum rations/amounts required as of each reporting date.  Such presentation will allow investors to more easily understand your current ability to meet
your financial covenants.  It may also be n ecessary to  show specific computations used
to arrive at the actual ratios with corres ponding reconciliations to US GAAP amounts, if
applicable.  See Sections I.D and IV.C of  the SEC Interpretive Release No. 33-8350 and
Question 10 of our FAQ Regarding the Use of Non-GAAP Financial Measures dated
June 13, 2003.  Please also disclose if there ar e any stated events of default which would
permit the lenders to accelerate the debt if not cured within applicable grace periods or
any cross default provisions in  your debt agreements.
 Critical Accounting Policies, page 39

 Valuation of Long-Lived Tangible and In tangible Assets and Goodwill, page 39

 5. As of July 31, 2009, you have a significant amount of long-lived assets, goodwill and
intangibles assets, and you have  recognized your accounting for these assets as a critical
policy.  In addition we note that you reco rded significant impairments of goodwill and
intangible assets in FY 2009 re sulting in a substantial loss.  In the interest of providing
readers with a better insight into management’s judgments in accounting for these assets,
please consider disclosing the following in future filings:

• We note that you utilize a present value appr oach to determine fair value.  Please
expand your disclosures, if a pplicable to describe whethe r you consider any market
approaches, transactional approaches a nd a reasonableness test by comparing to
market capitalization;
• Explain how the assumptions and methodologi es in the current year have changed
since the prior year highlighting the impact of any changes; and
• Explain how you group property plant and equi pment when testing for recoverability.

Mr. William Spengler
October 23, 2009 Page 3
To the extent that any of your reporting units  have estimated fair values that are not
substantially in excess of the carrying valu e and to the extent that goodwill for these
reporting units, in the aggregat e or individually, could materi ally impact your operating
results, please provide the following disclosure s for each of these reporting units in future
filings:
• Identify the reporting unit;
• The percentage by which fair value exceed s the carrying value as of the most-
recent step-one test;
• The amount of goodwill;
• A description of the assumptions that  drive the estimated fair value;
• A discussion of the uncertainty associ ated with the key assumptions.  For
example, to the extent that you have included assumptions in your discounted
cash flow model that materially deviates from your historical  results, please
include a discussion of these assumptions; and
• A discussion of any potential events a nd/or circumstances that could have a
negative effect to the estimated fair value.

If you have determined that the estimated fair value substantially exceeds the carrying value for all of your reporting units, please disclo se this determination in future filings.
Please refer to Item 303 of Regulation S-K and Sections 216 and 501.14 of the Financial
Reporting Codification for guidance.  Please pr ovide us with the di sclosures you intend to
include in future filings.

Item 9A. Controls and Procedures, page 47

6. We note your discussion regarding the limitati ons on all control systems, including your
disclosure controls and procedures.  As suc h, please indicate in your future filings that
your disclosure controls and procedures are de signed to provide reas onable assurance of
achieving their stated objectives and that your principal executive officer and principal
financial officer concluded that  your disclosure controls and procedures are effective at
the reasonable assurance level.  Alternativ ely, please remove the language qualifying the
design, operation, and effectiveness of your disclosure controls and procedures.
 Item 15. Exhibits and Financia l Statement Schedules, page 49

7. We note that you have omitted the schedules a nd exhibits from your credit agreement and
the amendments thereto, which ar e all incorporated by reference.   Please file in your next
periodic report a complete copy of your cr edit agreement and subsequent amendments
that include the omitted schedules and exhibits.

Mr. William Spengler
October 23, 2009 Page 4  Financial Statements

 9. Property, Plant and Equipment, page F-24

8. Please disclose the line item(s) in which you include depreciation and amortization, as
well as amounts included in each line item for each period presented.  If you do not
allocate depreciation and amortization to cost s of products and services sold, in future
filings, please revise your pres entation on the face of your statements of income and
throughout the filing to comp ly with SAB Topic 11:B.
 14. Derivative Financial Instruments and Hedging Activities, page F-27

 9. In footnote 3 on page F-17 and footnot e 10 on page F-25, you indicate that you
recognized a goodwill impairment charge of $41.2 million and a intangible asset impairment charge of $57.1 million.  Given that you have recorded asset impairments
during the year ended April 30, 2009, in future  filings, please provi de the disclosures
required by paragraphs 33 through 35 of SFAS 157 for all assets , as well as li abilities if
applicable, that are measured at fair value on a nonrecurring basis in periods subsequent
to initial recognition.  Please disclose inform ation that enables user s of your financial
statements to assess the inputs used  to develop those measurements.

22. Commitments and Contingencies, page F-39

10. As, you know, we asked you for some detail concerning your product liabilities in our
letter dated, February 7, 2008, and we apprec iate your response.  Concerning your most
recent Form 10-K, we note the quantified information provided in Notes 15 and 22
regarding product liabilities.  Because of the combination of such data with other categories and current and non-current classi fications, we are unable to reconcile the
activity in this account.  With a view to wards enhanced disclosures concerning this
critical accounting policy, please provide us w ith a roll-forward of product liabilities for
each year presented and the interim period thr ough the date of your response.  Break out
the presentation into curr ent and non-current and administrative legal costs and
settlements.
 Exhibits 31.1 and 31.2

 11. In future filings, please file your certifications exactly as set forth in  Item 601(b)(31)(i) of
Regulation S-K, without modify ing paragraphs 4(d) and 5.

Mr. William Spengler
October 23, 2009 Page 5
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JULY 31, 2009

 Financial Statements

 (2) Organization, page 7

12.  Please revise your business acquisiti on note to provide the following:
• Provide a more robust description of your contingent consideration arrangement and
the basis for determining the amount of payment.  Please also disclose an estimate of
the range of outcomes or explain why a ra nge cannot be estimated.  If the maximum
amount of the payment is unlimited, please disclose that fact .  See paragraphs
68(g)(2) and (3) of SFAS 141(R);
• For acquired receivables not subject to AI CPA SOP 03-3, please disclose 1) the fair
value of the receivables, 2)  the gross contractual amounts receivable and 3) the best
estimate at the acquisition date of the c ontractual cash flows not expected to be
collected.  See paragraphs 68(h)of SFAS 141(R);
• Disclose the amount of goodwill related to the USR acquisition that is allocated to
your reportable segments in your business ac quisition note.  See paragraph 68(l) of
SFAS 141(R); and
• Disclose the amount of acquisition related co sts, the amount recogni zed as an expense
and the line item(s) in the income statemen t in which those expe nses are recognized.
Please also disclose the amount of any i ssuance costs not recognized as an expense
and how those issuance costs were recogni zed.  See paragraphs 68(m), (n) and A107
of SFAS 141(R).
Please show us supplementally what th e revised disclosure will look like.

DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A
 Compensation Discussion and Analysis, page 7

13. We note from your summary compensation table that you provide your named executive
officers with a number of perqui sites.  In future filings, pl ease discuss how you determine
the types and amount of perqui sites provided to each named executive officer as well as
how this form of remuneration fits in your  overall compensation objectives.  See Items
402(b)(1)(v) and (vi) of Regulation S-K.
 14. In future filings, please disclose in a tabul ar format the amounts payable in connection
with termination and change  in control transactions.

Base Salary, page 8

15. We note that in determining base compen sation, you take into  account individual
performance and competitive salary levels for comparable positions at other companies, among other things.  In future filings, pl ease describe the elements of individual
performance that you consider in evaluati ng base compensation.  In addition, please

Mr. William Spengler
October 23, 2009 Page 6
discuss where you target each of your executives ’ salaries relative to  the peer group data
you collect, and state where each executive’s salary actually fell wi th respect to such
target.  See Items 402(b)(2)(vii) and (xiv) of Regulation S-K.
 Fiscal 2009 Compensation, page 9

 Base Salaries, page 9

 16. We note that for fiscal year 2009 you institut ed base salary incr eases for two of your
named executive officers.  In future filings, please discuss the factor s that you considered
in deciding to materially adjust the base compensation of your executive officers.  See
Item 402(b)(2)(ix) of Regulation S-K.

Stock-Based Compensation Grants, page 10

 17. We note that you granted stock options to each of your named executive officers yet you
omitted any substantive discussion in the CD&A  regarding what the options are designed
to award, how you determined the amount of  options awarded in 2009, and how these
awards fit into your overall compensation obj ectives.  See Items 402(b)(1)(ii), (v), and
(vi) of Regulation S-K.  Please advise.

Executive Compensation, page 12

Summary of Cash and Other Compensation, page 12
 18. Please explain why you disclosed profit shar ing plan payments under the “Non-Equity
Incentive Compensation” column, rather than under the “All Other Compensation”
column, of your summary compensation table.  We note, for example, that your profit
sharing plan lacks a performance measure com ponent and that your contributions to each
participant are limited by IRS Section 415.  Please refer to Items 402(a)(6)(iii) and
(c)(2)(ix)(E) of Regulation S-K.
 Certain Relationships and Re lated Transactions, page 32

 19. We note that unless delegated to your compensation committee, your audit committee is
required to review and approve all related pa rty transactions.  In future filings, please
describe the standard applied by your aud it committee in determining whether related
party transactions should be approved, ratified, or rejecte d.  See Item 404(b)(1)(ii) of
Regulation S-K.

*    *    *    *

  Please respond to these comments within 10 business days, or tell us when you will provide us with a response.  Pleas e provide us with a response le tter that keys your responses to
our comments and provides any requested informa tion.  Detailed letters greatly facilitate our

Mr. William Spengler
October 23, 2009 Page 7  review.  Please file your response on EDGAR as  a correspondence file.  Please understand that
we may have additional comments after re viewing your responses to our comments.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing in cludes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

 In connection with responding to our comme nts, 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 federa l securities laws of  the United States.
  In addition, please be advi sed that the Division of En