SecProbe.io

Mail Stop 4631
February 24 , 2016
Via E -mail
Mr. Jeffrey D. Buchanan
Chief Financial Officer
Smith & Wesson Holding Corporation
2100 Roosevelt Avenue
Springfield, Massachusetts  01104

RE: Smith & Wesson Holding Corporation
Form 10 -K for the Year E nded April 30 , 2015
Filed June 22 , 2015
Form 10 -Q for the Period Ended October 31 , 2015
Filed December 8 , 2015
File No. 1 -31552

Dear Mr. Buchanan :

We have reviewed your filing s and have the following comment s.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by adv ising us when you will provide the requested response.  If you do not
believe our comment  appli es to your facts and circumstances, please tell us why in your
response.

After reviewing the information yo u provide in response to these  comment s, we may
have  additional comments.

Form 10 -K for the Year Ended April 30, 2015

Revenue Recognition, page F -12

1. We note the impact that excess distributor and retailer inventories had on your net sales
for the year ended Apri l 30, 2015.  We also note on page F -29 that you  have distribution
agreements with various third parties in the ordinary course of business.  Pleas e disclose
whether yo ur arrangements with distributors and retailers include the right to return
products.  Please also disclose whether any concessions were given to customers for large
bulk purchases which may have  led to these excess inventories.  If return privileges or
other concessions are provided, please address yo ur consid eration of Question  1 of SAB
Topic 13:A.4 in regards to being able to make  a reasonable and reliable estimate of
product returns.  P lease also discuss  in MD&A  the expected impact of excess inventories

Mr. Jeffrey D. Buchanan
Smith & Wesson Holding Corporation
February 24 , 2016
Page 2

 held by distributors and retailers at the end of a peri od on future revenues or income from
continuing operations .  Refer to Item 303(a) (3)(ii) of Regulation S -K.

Form 10 -Q for the Period Ended October 31, 2015

Note 10.  Commitments and Contingencies, page 17

2. SAB T opic 5:Y states that product and environme ntal remediation liabilities are of such
significance that detailed disclosures regarding the judgments and assumptions
underlying the recognition and measurement of the liabilities are necessary to inform
readers fully regarding the range of reasonably po ssible outcomes that could have a
material effect on your financial condition, results of operations, or liquidity.  In this
regard, we note that you no longer disclose the number of product liability cases in which
you are a defendant and the number of ot her product liability claims to which you have
exposure.  Please help us understand how you determined that this information was no
longer relevant to an understanding of your exposure to these matters.

Operating Activities, page 29

3. Given that change s in inventories appear  to have a significant impact on your net cash
provided by operating activities during the six months ended October 31, 2015 , as well as
the year ended April 30, 2015,  please discuss the underlying reasons for material
fluctuations in inventories as well as consider whether a discussion of financial measures
such as days sales in inventory or inventory turnover would be relevant to a reader of
your financial statements.   See Section IV.B of the SEC Interpretive Release No. 33 -
8350.

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 the information the Securities Exchange A ct of
1934 and all applicable Exchange Act rules require.   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.

 In responding to our comment s, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 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 Uni ted States.

Mr. Jeffrey D. Buchanan
Smith & Wesson Holding Corporation
February 24 , 2016
Page 3

You may contact Frank Pigott , Staff Attorney , at (202) 551 - 3570 or, in his  absence, Asia
Timmons -Pierce , Staff Attorney, at (202) 551 -3754 if you have any questions regarding legal
matters.  Please contact Nudrat Salik , Staff Accountant, at ( 202) 551 -3692 or, in her absence,
Jeanne Baker, Assistant Chief Accountant, at (202) 551 -3691  if you have questions regarding
comments on the financial statements and related matters .

       Sincerely,

       /s/ Terence O ’Brien

Terence O’Brien
       Accounting Bra nch Chief
Office of Manufacturing and Construction