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SMITH
& WESSON HOLDING CORPORATION

2100 Roosevelt Avenue

Springfield, Massachusetts 01104

November 20, 2009

Ernest Greene

Division of Corporation Finance

United States Securities and Exchange Commission

450 Fifth Street, N.W., Stop 4631

Washington, D.C. 20549

    RE:

    Smith & Wesson Holding Corporation

    Form 10-K for Fiscal Year Ended April 30, 2009

    Form 10-Q for Fiscal Quarter Ended July 31, 2009

    File No. 1-31552

Dear Mr. Greene:

    The following is in response to your letter dated October 23, 2009.

Form 10-K for the Year ended April 30, 2009

Item 1. Business, page 1

    1.

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

    Company Response: We will include information about geographic areas in our
Business discussion in future filings on Form 10-K.

Products and Services, page 2

    2.

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

    Company Response: We will include information about total revenue by product class
in our Products and Services discussion in future filings on Form 10-K.

Research and Development; New Product Introduction, page 10

    3.

    SEC Comment: In future filings, please disclose the estimated amount spent on
company-sponsored research and development activities during each of the last three fiscal
years. See Item 101 (c)(I)(xi) of Regulation S-K.

Ernest Greene

Page 2

    Company Response: We do not believe that company-sponsored research and development
activities meet the materiality standard of Item 101(c)(I)(xi) of Regulation S-K. This
information, however, is provided in footnote 3 to the consolidated financial statements.

Liquidity and Capital Resources, page 38

    4.

    SEC Comment: We note your disclosure on page F-23 indicates that your credit
agreement with TD Bank contains certain financial covenants that you were in compliance with
at year-end. We assume that your Convertible Debt and Term loans may include covenants that
are restrictive and/or require 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 material covenant, please present, for your most significant
and restrictive 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
necessary to show specific computations used to arrive at the actual ratios with corresponding
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 are 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.

    Company Response: Our credit agreement with TD Bank includes not only the revolving
line of credit but the term loans as well. Therefore, compliance with the covenants
pertaining to the credit agreement also covers the term loans. We will ensure that future
filings make this clear. With regard to our Convertible Debt agreement, as disclosed in
footnote 4 to the consolidated financial statements, the only financial covenant relates to
limiting new indebtedness to no greater than our existing credit facility with TD Bank or
three times LTM EBITDA (as defined in the indenture covering the Notes). In future filings,
we will ensure that we also define all material covenants within the Liquidity and Capital
Resources discussion. In addition, if it becomes reasonably likely that we may not comply
with any material covenant, we will present, for our most significant and restrictive
covenants, actual ratios and other actual amounts versus minimum/maximum/ratios/amounts
required as of each reporting date. Finally, we will note in future filings any
acceleration terms that exist related to each of our indebtedness agreements.

Ernest Greene

Page 3

Critical Accounting Policies, page 39

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

    5.

    SEC Comment: 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 recorded significant impairments of
goodwill and intangible assets in FY 2009 resulting 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 approach to determine
fair value. Please expand your disclosures, if applicable to describe whether
you consider any market approaches, transactional approaches and a
reasonableness test by comparing to market capitalization;

    •

    Explain how the assumptions and methodologies in the current
year have changed since the prior year highlighting the impact of any changes;
and

    •

    Explain how you group property plant and equipment when testing
for recoverability.

    To the extent that any of your reporting units have estimated fair values that are not
substantially in excess of the carrying value and to the extent that goodwill for these
reporting units, in the aggregate or individually, could materially impact your operating
results, please provide the following disclosures for each of these reporting units in
future filings:

    •

    Identify the reporting unit;

    •

    The percentage by which fair value exceeds 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 associated 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 and/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 disclose this determination in future filings.
Please refer to Item 303 of Regulation S-K and Sections 216 and 501.14 of the

Ernest Greene

Page 4

    Financial Reporting Codification for guidance. Please provide us with the disclosures you
intend to include in future filings.

    Company Response: Because we test impairment at the reporting unit level and
because our reporting units are not similar to other publicly traded businesses, we do not
feel that a market or transactional approach to determine fair value would yield an
appropriate result. In addition, we do not have the ability to determine what portion of
our market capitalization would be attributable to each of our reporting units. Therefore,
we utilize present value of future cash flows to calculate a fair value for each of our
reporting units. Our assumptions and methodologies in calculating fair value have not
changed in the current year. Market conditions relating to the Rochester, New Hampshire
reporting unit significantly deteriorated beginning in the fall of 2008, which corresponded
to our second quarter of fiscal 2009. Based on these market conditions, as well as the
deterioration in the overall economy, we were forced to re-evaluate our expectations
regarding the present value of future cash flows. Based on the results of this evaluation
and a comparison to the book values pertaining to this reporting unit, we determined that it
was necessary to record an impairment charge during our second fiscal quarter of 2009. In
future filings, we will expand our disclosures to ensure that our approach is more clear.

    Property, plant, and equipment is grouped by reporting unit and is evaluated for
recoverability based on the most recent fixed asset appraisal conducted, discounted for
depreciation recorded and changes, if any, in market conditions. In the case of our fiscal
2009 write down, there was no impairment of property, plant, and equipment as confirmed by
updated appraisals of real estate and equipment, which we compared to the valuation work
that had been performed at the acquisition less depreciation taken based on the remaining
lives and usefulness of the assets.

    As indicated in our July 31, 2009 Form 10-Q filing, goodwill recorded on our books relates
solely to our Universal Safety Response, Inc. (“USR”) reporting unit. The estimated fair
value of this reporting unit substantially exceeds the carrying value. Therefore, in our
third fiscal quarter 10-Q, which corresponds with our next impairment test date, February 1,
2010, we will modify our disclosure to indicate this substantial excess. Until that filing,
we did not intend to make any significant changes to our disclosure.

Item 9A. Controls and Procedures, page 47

    6.

    SEC Comment: We note your discussion regarding the limitations on all control
systems, including your disclosure controls and procedures. As such, please indicate in your
future filings that your disclosure controls and procedures are designed to provide reasonable
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. Alternatively, please remove the language
qualifying the design, operation, and effectiveness of your disclosure controls and
procedures.

Ernest Greene

Page 5

    Company Response: We will modify our discussion related to inherent limitations on
effectiveness of internal controls to indicate in our future filings that our disclosure
controls and procedures are designed to provide reasonable assurance of achieving their
stated objectives and that our officers have concluded that these controls are effective at
the reasonable assurance level.

Item 15. Exhibits and Financial Statement Schedules, page 49

    7.

    SEC Comment: We note that you have omitted the schedules and exhibits from your
credit agreement and the amendments thereto, which are all incorporated by reference. Please
file in your next periodic report a complete copy of your credit agreement and subsequent
amendments that include the omitted schedules and exhibits.

    Company Response: We will file a complete copy of our credit agreement and any
subsequent amendments that include Schedules and Exhibits in our next periodic report.

Financial Statements

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

    8.

    SEC Comment: 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 costs of products and services sold, in
future filings, please revise your presentation on the face of your statements of income and
throughout the filing to comply with SAB Topic 11:8.

    Company Response: Depreciation and amortization is included in cost of products and
services sold, research and development, selling and marketing, general and administrative,
and interest expense. The following table details depreciation and amortization by line
item for the fiscal years ended April 30, 2009, 2008, and 2007:

    For the Year Ended April 30,

    2009

    2008

    2007

    Cost of products and services sold

    $
    7,488

    $
    6,384

    $
    4,728

    Research and development

    83

    48

    8

    Sales and marketing

    167

    149

    119

    General and administrative

    3,467

    4,869

    2,209

    Interest expense

    1,465

    1,100

    409

    Total depreciation and amortization

    $
    12,670

    $
    12,550

    $
    7,473

     In future filings, we will present the above information for depreciation and amortization.

Ernest Greene

Page 6

14. Derivative Financial Instruments and Hedging Activities, page F-27

    9.

    SEC Comment: In footnote 3 on page F-17 and footnote 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 provide the disclosures required by
paragraphs 33 through 35 of SFAS 157 for all assets, as well as liabilities if applicable,
that are measured at fair value on a nonrecurring basis in periods subsequent to initial
recognition. Please disclose information that enables users of your financial statements to
assess the inputs used to develop those measurements.

    Company Response: In our future filings, we will make the appropriate disclosures.

22. Commitments and Contingencies, page F-39

    10.

    SEC Comment: As you know, we asked you for some detail concerning your product
liabilities in our letter dated, February 7, 2008, and we appreciate 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 classifications, we are unable to reconcile the activity in this
account. With a view towards enhanced disclosures concerning this critical accounting policy,
please provide us with a roll-forward of product liabilities for each year presented and the
interim period through the date of your response. Break out the presentation into current and
non-current and administrative legal costs and settlements.

    Company Response: The following represents the requested rollforward:

    Defense

    Beginning

    Costs

    Ending

    Non-

    Settlement

    Balance

    Expense

    Paid

    Other

    Balance

    Current

    Current

    Paid (c)

    Year ended April 30, 2007

    $
    2,167

    $
    179

    $
    (46
    )

    $
    1,396
    (a)

    $
    3,696

    $
    1,573

    $
    2,123

    $
    (25
    )

    Year ended April 30, 2008

    3,696

    126

    (202
    )

    (234
    )(b)

    3,386

    2,126

    1,260

    (483
    )

    Year ended April 30, 2009

    3,386

    1,565

    (697
    )

    —

    4,254

    2,843

    1,411

    (4
    )

    Three months ended July
31, 2009

    4,254

    135

    (150
    )

    —

    4,239

    2,910

    1,329

    —

    (a)

    Acquisition of Thompson/ Center Arms in January 2007.

    (b)

    Adjustment of costs associated with pre-acquisition liabilities to good will.

    (c)

    Settlements paid are not part of the product liability accrual as we do not accrue for the cost of settlements. These costs hit our income
statement in the year of the settlement.

Exhibits 31.1 and 31.2

    11.

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

    Company Response: In future filings, we will file the cer