SecProbe.io

September 15, 2010
CG Appleby
Executive Vice President and General Counsel
Booz Allen Hamilton Holding Corporation 8283 Greensboro Drive McLean, Virginia 22102

Re: Booz Allen Hamilton Holding Corporation
Amendment No. 2 to Registrati on Statement on Form S-1
Filed August 31, 2010
  File No. 333-167645

Dear Mr. Appleby:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
Liquidity and Capital Resources, page 76

1. We note your response to comment 8 in our letter dated August 19, 2010.  Please explain
why your transition to, and existence as, a publ ic company will not affect your “internal
culture.”
Indebtedness, page 79
2. We note that you are required to meet certa in financial maintenance covenants at each
quarter end.  Please disclose your consolidated  total leverage ratio and consolidated net
interest coverage ratio as of th e most recent balance sheet date.
Note 17. Stock-Based Compensation, page F-34
3. We note your response to comment 15 in our letter dated August 19, 2010 and await a
reconciliation of the fair value assigned to your common stock related to these issuances
to your estimated offering price (or range) when available, including details of the
significant factors contribu ting to the differences.

CG Appleby
Booz Allen Hamilton Holding Corporation
September 15, 2010 Page 2

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 incl udes the information the Securities Act of 1933 and
all applicable Securities 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.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Kristi Marr one at (202) 551-3429 or Dan Gordon at (202) 551-3486 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Erin E. Martin at ( 202) 551-3391 or me at (202) 551- 3233 with any other questions.

Sincerely,

Tom Kluck Branch Chief
cc: Matthew E. Kaplan       Debevoise & Plimpton LLP       Via facsimile: (212) 521-7334