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Correspondence

 Jeffrey D. Buchanan

 Executive Vice President,

 Chief Financial Officer & Treasurer

 January 29, 2013

VIA EDGAR

 Rufus Decker,
Accounting Branch Chief

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

RE:
Smith & Wesson Holding Corporation

Form 10-K for Fiscal Year Ended April 30, 2012

Filed June 28, 2012

Form 10-Q for Fiscal Quarter Ended October 31, 2012

Filed December 6, 2012

Definitive Proxy Statement on Schedule 14A

Filed August 17, 2012

File No. 1-31552

 Dear
Mr. Decker:

 The following is in response to your letter dated January 15, 2013 (the “Comment Letter”).
Smith & Wesson Holding Corporation (referred to as the “Company,” “we,” “our,” or “us”) hereby submits its responses to the comments of the staff (the “Staff”) of the Division of Corporation
Finance of the Securities and Exchange Commission (the “Commission”) in the Comment Letter. Our responses are indicated below, directly following a restatement of each Staff comment in bold, italicized type. The headings and numbers of our
responses coincide with the headings and comment numbers set forth in the Comment Letter.

 Form 10-K for the Year Ended April 30, 2012

 General

1.
Comment: Please tell us what consideration you gave to including an expanded discussion of your Non-Contributory Profit Sharing Plan under either the
Risks, with regard to capital and liquidity, or MD&A sections of your disclosure, considering that it is an expense assessed before interest that was in excess of $8 million over the previous fiscal year and uses 15% of your net operating
profit. Also please confirm that the discretionary profit sharing indicated in your 2012 Proxy Statement on page 24 is a reference to the Non-Contributory Profit Sharing Plan discussed in this 10-K.

 Rufus Decker

Page 2

 Company
Response: We hereby confirm that the discretionary profit sharing indicated in our 2012 Proxy Statement on page 24 is a reference to our non-contributory profit sharing plan discussed in our Form 10-K for fiscal year ended April 30,
2012. In our future filings, we will use the same terminology for the non-contributory profit sharing plan in our proxy statement as we use in our Form 10-K.

 Our non-contributory profit sharing plan is described in footnote 17 to the consolidated financial statements on page F-28 of our Form 10-K for fiscal year ended April 30, 2012 as follows: “We
have a non-contributory profit sharing plan covering substantially all of our Springfield, Massachusetts and Houlton, Maine employees. Employees become eligible on May 1 following the completion of a full fiscal year of continuous service. We
contribute 15% of our net operating profit before interest and taxes up to 15% of qualifying payroll, as defined, to the plan each year. For fiscal 2012, we plan to contribute approximately $8.0 million. We contributed $4.1 million and $7.2 million
for the fiscal years ended April 30, 2011 and 2010, respectively. Contributions are funded after the fiscal year-end.” We provided additional disclosure regarding our non-contributory profit sharing plan on page 24 of our 2012 Proxy
Statement as follows: “We may make a discretionary annual profit sharing contribution to the plan on behalf of eligible participants who are employed on the last day of the plan year. For the year ended April 30, 2012, our profit sharing
contribution, which was discretionary, was equal to 15% of the operating profit of Smith & Wesson Corp. Operating profit is defined as income before interest, accruals in excess of cash payments for municipal litigations, and state and
federal income taxes. Profit sharing contributions are allocated to eligible participants in proportion to their eligible compensation (subject to the $245,000 limitation on compensation imposed by the Code).”

During the last 10 years, in each year in which Smith & Wesson Corp. generated operating profit, we made an annual profit sharing
contribution of 15% of the operating profit of Smith & Wesson Corp. to our non-contributory profit sharing plan. Based on this historical precedent and the foregoing disclosures in our Form 10-K for fiscal year ended April 30, 2012 and
our 2012 Proxy Statement, we believe that an expanded discussion of our non-contributory profit sharing plan under either the Risks, with regard to capital and liquidity, or MD&A sections of our Form 10-K is not required.

In our future filings, we propose to revise our disclosure regarding the general terms of our non-contributory profit sharing plan in our
Form 10-K and proxy statement as follows:

 “We have a non-contributory profit sharing plan covering substantially all of
our Springfield, Massachusetts and Houlton, Maine employees. Employees become eligible on May 1 following the completion of a full fiscal year of continuous service. We may make a discretionary annual profit sharing contribution to the plan on
behalf of eligible participants who are employed on the last day of the plan year. Historically, our profit sharing contribution has been equal to 15% of the operating profit of Smith & Wesson Corp. before interest and taxes up to 15% of
qualifying payroll, as defined in the plan. Operating profit was defined as income before interest, accruals in excess of cash payments for municipal litigations, and state and federal income taxes. Profit sharing contributions are allocated to
eligible participants in proportion to their eligible compensation (subject to the compensation limits imposed by Section 401(a)(17) of the Code). During the last 10 years, in each year in which Smith & Wesson Corp. generated operating
profit, we made an annual profit sharing contribution of 15% of the operating profit of Smith & Wesson Corp. to the plan.”

 Rufus Decker

Page 3

 Item 1 – Business, page 1

2.
Comment: Item 101(b) of Regulation S-K requires that the Business section of your disclosure include a discussion of revenues from external customers,
a measure of profit or loss and total assets for each segment over the last three fiscal years, or a cross-reference between the financial statements and the Business section. We note that the Business section does not contain such disclosure for
your single segment, and that the financial statements do not include a cross-reference. Please include this disclosure or an appropriate cross-reference in future filings.

Company Response: In our future filings, we will include a discussion of revenues from external customers, a measure of
profit or loss, and total assets for our single segment over the last three fiscal years or an appropriate cross-reference between the Business section and the consolidated financial statements.

Customers, page 7

3.
Comment: On page F-9 of the Consolidated Financial Statements you state that you have two customers who accounted for more than 10% of
your total accounts receivable over the last fiscal year, one of which has accounted for over 10% of your net product sales for the last three fiscal years. In future filings, please disclose in your Business section the names of any customers to
whom sales equal 10% or more of your consolidated revenues, if the loss of said customer would have a material adverse effect on your business as a whole, per Item 101(c)(1)(vii) of Regulation S-K.

Company Response: We do not believe that the loss of any of our customers to whom sales equal 10% or more of our
consolidated revenues would have had a material adverse effect on our business as a whole as indicated by Item 101(c)(1)(vii) of Regulation S-K.

 Rufus Decker

Page 4

 In our future filings,
we will disclose in our Business section the names of any customers to whom sales equal 10% or more of our consolidated revenues, if the loss of said customer would have a material adverse effect on our business as a whole, per
Item 101(c)(1)(vii) of Regulation S-K.

 Item 15 – Exhibits and Financial Statement Schedules, page 39

Consolidated Financial Statements, page F-1

 General

4.
Comment: In future filings, please disclose in the notes to your financial statements the amount of revenues from external customers for each product for
each period presented. This disclosure may be similar to the disclosure you currently present on page 25. Refer to ASC 280-10-50-40.

 Company Response: In our future filings, we will disclose in the notes to our consolidated financial statements the amount of revenues from external customers for each product category for
each period presented.

 Consolidated Balance Sheets, page F-3

5.
Comment: We note that your cash and cash equivalents balance sheet line item includes restricted cash
balances. Please help us understand how you determined that the restricted cash amounts were appropriately included in the cash and cash equivalents line item, rather than being separately presented on the face of your balance sheet. In doing so,
please ensure that you address the nature of the legal restrictions on your use of this restricted cash. In future filings, please also disclose whether you can unilaterally withdraw the restricted cash at any time and use it for current operations,
along with the ramifications, if any, of doing so. Refer to Rule 5-02.1 of Regulation S-X and FRR 203.02.b. Please show us supplementally what your revised disclosure will look like.

Company Response: We determined that our restricted cash amounts were appropriately included in the cash and cash
equivalents line item, rather than being separately presented on the face of your balance sheet, because such restricted cash amounts were not material and did not require segregation on a separate balance sheet line item in accordance with
Regulation S-X and FRR 203.02.b. Rule 4-02 of Regulation S-X, which is a rule of general application, provides that “[i]f the amount which would otherwise be required to be shown with respect to any item is not material, it need not be
separately set forth.” Similarly, FRR 203.02.b provides that “[i]n determining whether compensating balance arrangements are sufficiently material to require segregation or disclosure, various factors should be considered. Among these may
be the relationship of the amount of the balances, to total cash, total liquid assets and net working capital, and the impact of the balances on the effective cost of financing. In the usual case, reportable compensating balances which in the
aggregate amount to more than 15 percent of liquid assets (current cash balances, restricted and unrestricted, plus marketable securities) would be considered to be material.”

 Rufus Decker

Page 5

 The nature of the legal restrictions on our use of this restricted cash is addressed in footnote 17 to the consolidated financial statements on page F-28 of our Form 10-K for fiscal year ended
April 30, 2012, under the heading “Contracts — Outstanding Letters of Credit/Restricted Cash.” In our future filings, we will disclose that we cannot unilaterally withdraw the restricted cash at any time and use it for current
operations.

 Pursuant to your request, we propose to revise the “Contracts — Outstanding Letters of Credit/Restricted
Cash” section as follows:

 “We had restricted cash totaling $3.3 million as of April 30, 2012 of which $2.5
million acts as a compensating balance against our line of credit dated December 7, 2010 and $812,000 is related to the environmental remediation required to be performed in accordance with our credit facility with TD Bank. This restricted cash
cannot be withdrawn from the accounts in which it is deposited without the consent of the lenders.”

 Note 2 – Significant
Accounting Policies, page F-8

 General

6.
Comment: In future filings, please disclose the types of expenses that you include in the cost of sales line item and the types of expenses that you
include in the general and administrative expenses line item. Please also disclose whether you include inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs, and the other costs of your
distribution network in the cost of sales line item. With the exception of warehousing costs, if you currently exclude a portion of these costs from cost of sales, please disclose:

•

 in a footnote the line items that these excluded costs are included in and the amounts included in each line item for each period presented,
and

•

 in MD&A that your gross margins may not be comparable to those of other entities, since some entities include all of the costs related to
their distribution network in cost of sales and others like you exclude a portion of them from gross margin, including them instead in a line item such as general and administrative expenses.

Please show us supplementally what your revised disclosure will look like.

Company Response: We include inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs,
internal transfer costs, and the other costs of our distribution network in our cost of sales line item. In our future filings, we will disclose the types of expenses that we include in the cost of sales line item.

 Rufus Decker

Page 6

 Pursuant to your request, we propose to revise the “Shipping and Handling” section footnote 2 to the consolidated financial statements as follows:

“In the accompanying consolidated financial statements, we included amounts billed to customers for shipping and handling in net
product and services sales. We included our costs relating to shipping and handling charges, including inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs, and the other costs of our
distribution network, in cost of products and services sold.”

7.
Comment: In future filings, please disclose the line item(s) in which you include depreciation and amortization. Please also clarify whether tooling
and die costs are included in cost of sales. If you do not allocate a portion of your depreciation and amortization to cost of sales, please tell us how you considered the guidance in SAB Topic 11:B. Please show us supplementally what your revised
disclosure will look like.

 Company Response: Please be advised that tooling and die
costs are included in “machinery and equipment,” as disclosed in footnote 2 to the consolidated financial statements on page F-9 of our Form 10-K for fiscal year ended April 30, 2012, under the heading “Property, Plant, and
Equipment,” which states as follows: “We capitalize tooling, dies, and fixtures as part of machinery and equipment and depreciate them over a period not exceeding five years.”

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 summarizing depreciation and amortization expense for continuing operations, which includes amortization of intangibles and debt financing costs, by line item for the fiscal years ended
April 30, 2012, 2011, and 2010 is presented on page F-20 of our Form 10-K for fiscal year ended April 30, 2012:

For the Year Ended April 30,

2012

2011

2010

 Cost of products and services sold

$
12,337

$
9,792

$
9,350

 Research and development

81

86

81

 Sales and marketing

234

207

172

 General and administrative

1,430

1,656

542

 Interest expense

1,402

1,489

1,100

 Total depreciation and amortization

$
15,484

$
13,230

$
11,245

 Rufus Decker

Page 7

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

 Note 19 – Commitments and Contingencies, page F-32

 Litigation, page F-32

8.
Comment: You indicate that it is uncertain whether the outcome of the claims to which you are subject to will have a material adverse effect on your
financial position, results of operations, or cash flows, and that you are unable