SecProbe.io

June 14, 2013

Via E -Mail
Mr. Samuel R. Strickland
Chief Financial Officer
Booz Allen Hamilton Holding Corporation
8283 Green sboro Drive
McLean , VA  22102

                 Re: Booz Allen Hamilton Holding Corporation
Form 10 -K for the Fiscal Ye ar Ended March  31, 20 13
Filed May  23, 201 3
File No. 001-34972

Dear Mr.  Strickland :

We have reviewed your filing an d have the following comments.  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 amending your filing, by
providing the requested information, or by advising us when you will provide the
requested response.   If you do not believe our comments apply to your facts and
circumstance s or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for the Fisca l Year Ended March  31, 201 3 filed May 23, 201 3

General

1. We note that you paid two special cash dividends in the last fiscal year, one for
$1.50 per share and one for $6.50 per share, in addition to your regular quarterly
dividends.   In future Exchange Ac t periodic reports, please consider adding
disclosure regarding your dividend strategy, particularly as it relates to special
dividends.

Mr. Samuel R. Strickland
Booz Allen Hamilton Holding Corporation
June 14, 2013
Page 2

 Consolidated Statements of Operations, page F -4

2. We note your presentation dividends per share on the face of the income
statement. Please tell us how you considered ASC 260 -10-45-5, which states any
per share data not specifically contemplated in that Subtopic should be disclosed
in the notes to the financial statements only.

Note 2. Summary Significant Accounting  Policies, page F -8

3. With respect to your revenue recognition policy relating to executive
compensation, please clarify to us whether this accounting policy is consistent
with prior years.

Note 11. Debt, page F -17

4. We note your disclosure on page 31 that y our senior secured credit agreement
significantly restricts the ability of your subsidiaries to pay dividends or otherwise
transfer assets to you. Please explain to us how you considered the disclosure
required by Rule 4 -08(e)(3) and Rule 5-04 Schedu le I of Regulation S -X.

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 Act 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 comments, please p rovide 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 Commissio n 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
United States.

You may contact Jorge L. B onilla , Staff Accountant,  at (202) 551 -3414 or me at
(202) 551 -3486 if you have questions regarding comments on the financial statements
and related matters.  Please contact Erin Martin , Attorney -Advisor , at (202) 551 -3391 or
Angela McHale , Attorney -Adviso r, at (202) 551 -3402 with any other questions.

Mr. Samuel R. Strickland
Booz Allen Hamilton Holding Corporation
June 14, 2013
Page 3

                                                                                     Sincerely,

        /s/ Daniel L. Gordon

Daniel L. Gordon
                                                                         Branch Chief