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[Debevoise & Plimpton LLP Letterhead]

July 30, 2010

VIA
EDGAR AND BY HAND

Mr. Tom Kluck

Branch Chief

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Mail Stop 4561

         Re:

    Booz Allen Hamilton Holding Corporation

Registration Statement on Form S-1

Filed June 21, 2010

File No. 333-167645

Dear Mr. Kluck:

     This letter sets forth the responses of Booz Allen Hamilton Holding Corporation (the
“Company”) to the comments contained in your letter, dated July 19, 2010, relating to the
Registration Statement on Form S-1 (the “Registration Statement”) of the Company filed with the
Securities and Exchange Commission (the “Commission”) on June 21, 2010. The comments of the
Commission are set forth in bold/italics and the Company’s responses are set forth in plain text
immediately following each comment.

     The Company is filing, via EDGAR, Amendment No. 1 to the Registration Statement (“Amendment
No. 1”). Enclosed with the paper copy of this letter are three copies of a clean version of
Amendment No. 1 and three copies of a blacklined version of Amendment No. 1, marked to show all
changes from the Registration Statement filed with the Commission on June 21, 2010. Page
references in the responses below are to the blacklined version of Amendment No. 1.

     We have also enclosed with the paper copy of this letter supplemental materials responsive to
comment 2. Pursuant to Rule 418(b) promulgated under the Securities Act of 1933, as amended, the
supplemental information is being provided to the staff of the Commission (the “Staff”) on a
supplemental, confidential basis only and is not to be filed with or deemed a part of Amendment No.
1.

    Securities and Exchange Commission

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    July 30, 2010

General

    1.

    Please provide us with copies of any graphics, maps, photographs and related captions or
other artwork including logos that you intend to use in the prospectus. Such graphics and
pictorial representations should not be included in any preliminary prospectus distributed to
prospective investors prior to our review.

The Company respectfully advises the Staff that it does not intend to include any graphics, maps,
photographs or other artwork in the prospectus, except for the “Booz Allen Hamilton” logo appearing
on the cover page of the prospectus included in the Registration Statement and Amendment No. 1.

    2.

    We note your disclosure on page ii regarding market and industry data. Please provide us
with copies of the relevant portions of any study, report or book that you cite or on which
you rely as well as the sources for the charts presented. Please mark the materials to
specifically identify the portions that support your disclosure. Confirm that the industry
reports or studies that you rely on were publicly available and not prepared for you and that
you did not compensate the party that prepared these reports or studies. Alternatively,
please file consents for the parties providing this data as exhibits to the registration
statement.

In response to the Staff’s comment, the Company has provided with the paper copy of this letter
supplemental materials for the Staff’s review containing the relevant excerpts from all third-party
studies, reports and books regarding market and industry data cited or on which the Company relies, marked to identify the portions
that support the disclosure included in the prospectus. The Company advises the Staff that it has
not funded or commissioned nor is it otherwise affiliated with any of the reports, studies or
third-party data cited in the prospectus or upon which the Company relies and no reports, studies
or other third-party data were prepared specifically for use in the prospectus. The Company
confirms that all third-party data cited in the prospectus is available to the public. With
respect to the data provided by Bloomberg Finance L.P. cited in the prospectus, the Company
confirms that such data is available to the public for a fee and that the Company has paid the
standard subscription fee to obtain such data and, to the best of the Company’s knowledge, it has
agreed to the same terms and conditions as any other subscriber. As such, the Company does not
believe that it is necessary for Bloomberg Finance L.P. to provide a consent in connection with the
filing of the Registration Statement pursuant to Rule 436 of Regulation C. The Company also
confirms that all third-party data upon which the Company relies is available to the public. The
Company further advises the Staff that its statement of belief on page 81 of the prospectus with
respect to the fact that “... the U.S. government is the world’s largest consumer of management and
technology consulting services and its demand for such services remains strong...” is based, in
part, on the report included in the supplemental materials and marked as 81A. With respect to such
report, the Company confirms that it is available to the public for a fee and that the Company has

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    July 30, 2010

paid the standard subscription fee to obtain such report and, to the best of the Company’s
knowledge, it has agreed to the same terms and conditions as any other subscriber. As such, the
Company does not believe that it is necessary for the source of the report to provide a consent in
connection with the filing of the Registration Statement pursuant to Rule 436 of Regulation C. In
addition, the Company advises the Staff that the sources for the charts presented in the prospectus
are internal and are not industry reports, studies or any other third-party source.

To the extent that the Staff would find it helpful, we are available to discuss any of the
supplemental materials and related methodology.

    3.

    Throughout your prospectus you rely on the use of defined terms. Please revise your
prospectus throughout to reduce the use of defined terms. For example, we note many of the
terms listed on page ii. Because you are using many of these terms for their common meanings,
you could safely eliminate the initial capital letters without causing confusion. Your
prospectus should be written in compliance with the plain English rules. See Rule 421 of
Regulation C.

In response to the Staff’s comment, the Company has revised the disclosure to reduce the use of
defined terms throughout the prospectus.

    4.

    The prospectus contains jargon and technical terms that make it difficult for investors who
are not familiar with your business to understand the products and services that you offer.
We note the following:

    •

    Lead System Integrators, page 2;

    •

    Organizational conflicts of interest, or OCI issues; page 3;

    •

    360-degree assessment process, page 4;

    •

    ID/IQ contracts; page 18

    •

    GSA schedules, page 18;

    •

    GWACs; page 18;

    •

    Base Realignment and Closure Program, page 79; and

    •

    War-gaming, page 88.

    Please revise your document and replace technical jargon with plain English descriptions so
that an ordinary, reasonable investor can better understand your disclosure. Instead of
using industry jargon, explain these concepts in

    Securities and Exchange Commission

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    July 30, 2010

    concrete, everyday language. If you must use industry terms, please explain the meaning of
the terms the first time they are used.

In response to the Staff’s comment, the Company has revised the prospectus to replace technical
jargon with plain English descriptions to the extent possible, and where the Company uses industry
terms, the Company has revised the prospectus to explain the meaning of the terms.

Cover Page of Prospectus

    5.

    Please revise the cover page to include only the names of the lead or managing underwriters.
See Item 501(b)(8) of Regulation S-K.

The Company respectfully advises the Staff that each underwriter set forth on the cover page of the
prospectus is a manager of the offering. In response to the Staff’s comment, the Company has
revised the disclosure on page 156 to clarify the position of each of the underwriters.

Market and Industry Data, page ii

    6.

    We note your statement that “investors should not place undue reliance on this information.”
Please note that you are responsible for the accuracy of the information in your prospectus
and therefore, it is inappropriate to imply that investors should not rely on the information
contained therein. Please revise accordingly and disclose whether investors can rely on the
information from these sources.

In response to the Staff’s comment, the Company has deleted the referenced statement on page ii.

Supplemental Information, page ii

    7.

    In the prospectus summary, please include a chart that describes the corporate structure of
the company, such as its subsidiaries and parent companies.

In response to the Staff’s comment, the Company has added an organizational chart on page 6 that
illustrates the structure of the Company.

Prospectus Summary, page 1

    8.

    We note your summary contains a lengthy description of your competitive strengths, market
opportunity and growth strategy. Further, we note that identical or very similar disclosure
appears later in your prospectus. The summary should not include a lengthy description of the
company’s business and business strategy. This detailed information is better suited for the
body of

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    July 30, 2010

    the prospectus. Please revise to substantially reduce the amount of repetitive disclosure
in the summary.

In response to the Staff’s comment, the Company has revised the disclosure to substantially reduce
the amount of repetitive disclosure in the summary section of the prospectus.

Overview, page 1

    9.

    Please explain what you mean by the phrase: “We have grown our revenue
organically...,” (emphasis added).

In response to the Staff’s comment, the Company has revised the disclosure on pages 1, 52 and 80 to
explain that organic growth is growth generated without relying on acquisitions.

    10.

    Please describe elsewhere in the prospectus, such as the business section, how CAGR is
calculated and why this is an appropriate measurement.

In response to the Staff’s comment, the Company has revised the disclosure on page 80 to describe
how CAGR is calculated and explain why it is an appropriate measurement.

Go-to Market Matrix, page 2

    11.

    Please clarify the meaning of the chart presented on page 2.

In response to the Staff’s comment, the Company has revised the heading “Go-To Market Matrix” to
“Deployment of Capabilities to Serve Clients” and the related paragraph on pages 2, 86 and 87 to
clarify the meaning of the chart.

Our Value Proposition to Our Clients, page 3

    12.

    We note your discussion of the various government security clearances on page 4. In the
business section, please further explain these clearances, such as the difference between
Secret clearance and Top Secret clearance.

In response to the Staff’s comment, the Company has revised the disclosure on page 83 to explain
the relevant government security clearances.

The Offering, page 7

    13.

    We note your reference to effecting a stock split prior to the completion of this offering.
Please further describe the proposed stock split and the business reason for effecting the
split.

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    July 30, 2010

In response to the Staff’s comment, the Company has revised the disclosure on page 9 to state that
the stock split is necessary to reduce the per share price of its Class A common stock to a more
customary level for an initial public offering and an initial listing on a national securities
exchange.

Summary of Historical Consolidated Financial and Other Data, page 9

    14.

    Please revise to provide a separate discussion for each non-GAAP measure that you are
presenting. Also, please provide more disclosure for how each measure is used by management
and how they are each useful to an investor. For the Adjusted Net Income measure please
disclose the reasons for including each reconciling item.

In response to the Staff’s comment, the Company has revised the disclosure on pages 13 through 16
to provide a separate discussion for each non-GAAP measure and provide additional disclosure for
how each measure is used by management and how they are each useful to an investor. The Company
also respectfully advises the Staff that the footnotes to the table reconciling Adjusted Net Income
to net income on page 15 discloses the nature of the reconciling adjustments, including the fact
that they are all related to an unusual, extraordinary or non-recurring occurrence (in this case,
the acquisition or the recapitalization transaction).

    15.

    Please include a quantitative reconciliation of free cash flow to the most directly
comparable financial measure determined in accordance with GAAP. Refer to Item
10(e)(1)(i)(A-B) and Question 102.07 of the Compliance and Disclosure Interpretations on
Non-GAAP Financial Measures, which can be found at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.

In response to the Staff’s comment, the Company has revised the disclosure on page 16 to include a
reconciliation of Free Cash Flow to net cash provided by operating activities of continuing
operations.

    16.

    We note that you have characterized free cash flow as an operating measure. However, based
upon your description on page 12, it appears that free cash flow is a measure of liquidity.
Please revise your disclosure to explain why you consider free cash flow to be an operating
measure.

In response to the Staff’s comment, the Company has revised the disclosure on page 15 to
characterize Free Cash Flow as a measure of liquidity.

Risk Factors, page 15

    17.

    We note that many of your risk factors contain bulleted lists of specific events or
occurrences that could have an effect on your business. To the extent that any

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    July 30, 2010

    of these bulleted events could have a material effect on your business, please separately
describe such risk under its own risk factor subheading.

In response to the Staff’s comment, the Company has reviewed the bulleted lists that appear in many
of its risk factors and concluded that the bulleted items are relevant examples of the risks
described under each risk factor subheading and not separate material risks requiring their own
risk factor subheading.

    18.

    We note that several risk factor subheadings merely state general facts about your business.
For example only, we note the following subheadings:

    •

    Our professional reputation is critical to our business, page 19;

    •

    We face intense competition from many competitors..., page 21;

    •

    We may have adverse judgments or settlements in legal disputes, page 22;

    •

    Our business may be adversely affected if we cannot collect our receivables,
page 25; and

    •

    There may be a delay in the completion of the U.S. government’s budget process,
page 28

    Please revise throughout as necessary to identify briefly in your subheadings the specific
risks to you that result from the noted facts or uncertainties, and then elucidate as
needed to provide details regarding each risk. Potential investors should be able to read
a risk factor subheading and understand the risk as it specifically applies to you.

In response to the Staff’s comment, the Company has revised the disclosure on pages 21, 23, 25, 27
and 30 to identify briefly in the subheadings the specific risks as they apply to the Company.

    19.

    Please discuss in greater detail the professional liability insurance program discussed on
page 23. To