SecProbe.io

CORRESP
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corresp

Robert S. Kant

Tel. 602.445.8302

Fax 602.445.8100

KantR@gtlaw.com

May 17, 2007

VIA FEDERAL EXPRESS AND THE EDGAR SYSTEM

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 7010

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Matt Franker

    Re:

    Smith & Wesson Holding Corporation

    Registration Statement on Form S-3

    Filed March 12, 2007

    File No. 333-141231

Ladies and Gentlemen:

     We express our appreciation for your review of the Form S-3 of Smith & Wesson Holding
Corporation (the “Company”). On behalf of the Company, we are responding to the comments provided
by the staff of the Securities and Exchange Commission (the “Staff”) by letter dated April 10,
2007. The Company will file an amendment to the Form S-3 when the Staff’s comments are resolved.
The Company’s responses to the Staff’s comments are indicated below, directly following a
restatement of each comment in bold, italicized type.

General

    1.

    SEC Comment: 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 the noteholders. Submit a revised opinion of counsel
reflecting this revision.

    Company’s Response: The Company respectfully disagrees that the conversion of the
notes into shares of common stock must be registered. Section 3(a)(9) of the Securities Act
of 1933, as amended (the “Securities Act”) provides in part that securities exchanged by an
issuer with its existing security holders exclusively where no commission or other
remuneration is paid are exempt from the registration requirements of the Securities Act.
The convertible notes were issued in a private placement exempt from the registration
requirements of the Securities Act, and the holders of the notes

Securities and Exchange Commission

May 17, 2007

Page 2

    may at any time convert the outstanding notes into shares of the Company’s common stock
without any commissions or other remuneration being paid. Therefore, the conversion is
exempt from the registration requirements of the Securities Act under Section 3(a)(9).

    2.

    SEC Comment: 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 maximum number of shares needed in your good faith estimate. As such,
please delete reference to Rule 416 from the footnotes to the fee table that appears on the
cover of the registration statement.

    Company’s Response: The Company will amend the fee table to appropriately reflect
that Rule 416 only applies to additional securities issuable as result of stock splits,
stock dividends, or similar transaction and not to other dilutive events.

    3.

    SEC Comment: Please provide us, with a view toward disclosure in the prospectus,
with the total dollar value of the securities underlying the convertible notes that you have
registered for resale (using the number of underlying securities that you have registered for
resale and the market price per share for those securities on the date of the sale of the
convertible notes).

    Company’s Response: The Company is registering for resale a total of 6,485,084
shares of its common stock. Based on a per share price of $10.27, the closing price of the
Company’s common stock on the date of the sale of the convertible notes, the shares have a
total dollar value of approximately $66,601,813.

    4.

    SEC Comment: Please provide us, with a view toward disclosure 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 make to any selling shareholder, any affiliate of a selling shareholder, or
any person with whom any selling shareholder has a contractual relationship regarding the
transaction (including any interest payments, liquidated damages, payments made to “finders”
or “placement agents,” and any other payments or potential payments). Please provide footnote
disclosure of the terms of each such payment. Please do not include any repayment of
principal on the convertible notes in this disclosure.

    Company’s Response: Attachment 1 to this letter sets forth a table describing
payments the Company has made or may be required to make (other than repayments of principal
on the convertible notes) in connection with the issuance of the convertible notes to any
selling securityholder, any affiliate of a selling securityholder, or any

Securities and Exchange Commission

May 17, 2007

Page 3

    person with whom a selling securityholder has a contractual relationship regarding the
transaction. Please note that, as described in the footnotes to the table appearing on
Attachment 1, certain payments are required only if specified events occur and, therefore,
may never be paid.

    Further, please provide us, with a view toward 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.

    Company’s Response: The net proceeds to the Company from the sale of the
convertible notes were approximately $75,800,000. Assuming that the Company does not
default in its interest payments or registration obligations and no fundamental transaction
involving the Company occurs in the first year following the sale of the convertible notes,
the total amount of possible payments to all selling stockholders and their affiliates in
the first year is $3,200,000, consisting entirely of interest payments.

    5.

    SEC Comment: Please provide us, with a view toward disclosure in the prospectus,
with tabular disclosure of:

    •

    the total possible profit the selling shareholders could realize as a result of
the conversion discount for the securities underlying the convertible notes,
presented in a table with the following information disclosed separately:

    •

    the market price per share of the securities underlying the convertible
notes on the date of the 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 fixed price, use the price
per share established in the convertible notes; and

    •

    if the conversion price per share 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
rate per share on the date of the sale of the convertible notes and
determine the conversion price per share as of that date;

    •

    the total possible shares underlying the convertible notes (assuming no
interest payments and complete conversion throughout the term of the note);

    •

    the combined market price of the 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;

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May 17, 2007

Page 4

    •

    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 market price as of the date of the sale
of the convertible notes, calculated by subtracting the total conversion price
on the date of the 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.

Company’s Response: No discount was made to the conversion price for the shares of
common stock underlying the convertible notes. The initial conversion price per share of
common stock was fixed at $12.336, or 120% of the closing price of the Company’s common
stock on December 14, 2006 (the date of pricing of the convertible notes) and approximately
120% of the closing price of the Company’s common stock on December 15, 2006 (the date of
the sale of the convertible notes). As described in the section of the prospectus entitled
“Description of Notes — Conversion Price Adjustments,” the conversion price of the
convertible notes is subject to adjustment only upon the happening of specified events,
including the issuance of shares of common stock as a dividend or distribution to all
holders of the Company’s common stock, the distribution of cash or other assets to all
holders of the Company’s common stock, and similar corporate events. In addition, in the
section of the prospectus entitled “Description of Notes — Determination of the Make Whole
Premium,” the Company has described the adjustment to the conversion price in the event of a
change in control of the company on or before December 15, 2011.

    6.

    SEC Comment: Please provide us, with a view toward disclosure 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 are held by the selling shareholders or any affiliates of the
selling shareholders, presented in a table with the following information disclosed
separately:

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May 17, 2007

Page 5

    •

    market price per share of the underlying securities on the date of the sale
of that other security;

    •

    the conversion/exercise price per share as of the date of the sale of that
other security, calculated as follows:

    •

    if the conversion/exercise price 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 price per share 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/exercise discount rate and
the market rate per share on the date of the sale of that other security
and determine the conversion price per share as of that date;

    •

    the total possible shares to be received under the particular securities
(assuming complete 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 conversion price on the date of the sale of that other security and
the total possible number of underlying shares; and

    •

    the total possible discount to the market price as of the date of the sale
of that other security, calculated 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.

Company’s Response: None of the selling securityholders or their affiliates hold
any other warrants, options, notes, or other securities convertible into shares of the
Company’s common stock.

    7.

    SEC Comment: Please provide us, with a view toward disclosure 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 [4], 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 securities underlying the convertible notes and any other
warrants, options, notes, or other securities of the issuer that are held by

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May 17, 2007

Page 6

    the selling shareholders or any affiliates of the selling shareholders that is
disclosed in response to comments [4-5], above.

Company’s Response: The Company received gross proceeds of $80,000,000 from the
sale of the convertible notes and, as described in the Company’s response to comment 4, the
Company may be required to make payments over the 20-year term of the convertible notes of
up to $15,900,000, resulting in net proceeds to the Company of $64,100,000. There was no
conversion discount on the common stock underlying the convertible notes, and none of the
selling securityholders or any of their affiliates hold any other warrants, options, notes,
or other securities convertible into the common stock of the Company.

     Further, please provide us, with a view toward disclosure in the prospectus, with
disclosure — as a percentage — 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
underlying the convertible notes, 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 percentage averaged over the term of the convertible notes.

Company’s Response: As described in the Company’s response to comment 4, the
Company may be required to make payments over the 20-year term of the convertible notes of
up to $15,900,000, and there was no discount to the market price of the common stock
underlying the convertible notes. As described in the Company’s response to comment 4, the
net proceeds to the Company from the sale of the convertible notes were $75,800,000.
Therefore, total possible payments as described in the Company’s response to comment 4
represent 21.0% of the net proceeds to the Company from the offering, or approximately 1.0%
per year over the term of the convertible notes.

    8.

    SEC Comment: Please provide us, with a view toward disclosure in the prospectus,
with tabular disclosure of all prior securities transactions 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 prior to the transaction;

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May 17, 2007

Page 7

    •

    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, affiliates of the company, or affiliates of the se