SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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 February 9, 2026

Deana McPherson
Chief Financial Officer
Smith & Wesson Brands, Inc.
1852 Proffitt Springs Road
Maryville, Tennessee 37801

 Re: Smith & Wesson Brands, Inc.
 Form 10-K for the Fiscal Year Ended April 30, 2025
 File No. 001-31552
Dear Deana McPherson:

 We have completed our review of your filings. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

   Deana L. McPherson, CPA Executive Vice President, Chief Financial Officer & Treasurer     January 30, 2026     VIA EDGAR   Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE Washington, DC 20549

 Re:

 Smith & Wesson Brands, Inc.

 Form 10-K for the Fiscal Year Ended April 30, 2025

 Form 10-Q for the Quarter Ended October 31, 2025

 Form 8-K furnished December 4, 2025

 File No. 001-31552

   To Whom it May Concern,   The following is in response to your letter dated January 16, 2026 (the “Comment Letter”). Smith & Wesson Brands, Inc. (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 Fiscal Year Ended April 30, 2025   Note 3, Leases, page F-17   1. We note your disclosure that as part of the Relocation, on January 31, 2023, you entered into (i) an assignment and assumption agreement with AOUT, pursuant to which AOUT assumed all of your rights, entitlement, and obligations in, to, and under the Missouri Lease, or the Assignment and Assumption Agreement, and (ii) an amended and restated guaranty in favor of RCS-S&W Facility, LLC, as successor in interest to the Original Missouri Landlord, pursuant to which Smith & Wesson Sales Company was added as a guarantor, or the Amended and Restated Guaranty. We also note that because of the Amended and Restated Guaranty, you continue to account for this lease as you have since prior to the Relocation. Please explain to us how your accounting for the lease complies with the guidance in ASC

 842-20-35-14, including how you determined the nature of the sublease that resulted from the assignment.   Company Response : At the time we entered into the Assignment and Assumption Agreement (the “Assignment Agreement”) and related Amended and Restated Guaranty (the “A&R Guaranty”), we evaluated the requirements of ASC 842-20-35-14, noting that, because we have not been relieved of our primary obligation under the head lease and also because the head lessor (RCS-S&W Facility, LLC) has equal recourse to us and the assignee under the Assignment Agreement (American Outdoor Brands, Inc.), we would be required to continue to account for the head lease in the same manner that we had before the effectiveness of the Assignment Agreement.   This conclusion was reached based on the language in the A&R Guaranty that states “[the Company] hereby individually, collectively, jointly and severally: (i) guarantees to the Landlord, its successors and assigns, the full and prompt payment of all amounts due from Tenant to Landlord under and pursuant to said Lease during the Term, and the full performance and observance of all the covenants, terms, conditions and agreements therein provided to be performed and observed by the Tenant, its successors and assigns, under the Lease during the Term; and (ii) agrees that if default shall at any time be made by the Tenant, its successors and assigns, in the payment or in the performance of any of the terms, covenants, provisions or conditions contained in said Lease during the Term, then Guarantor will forthwith make such payments due to the Landlord, its successors and assigns, under the Lease during the Term and will forthwith faithfully perform and fulfill all of such terms, covenants, conditions and provisions arising under the Lease during the Term, including, without limitation, the payment to the Landlord of all actual damages recoverable by Landlord under the Lease as a result of a Tenant Default, but excluding damages that are not recoverable under the Lease as a result of the limitations set forth therein. If Landlord notifies Tenant that it is in default under the Lease during the Term, Landlord shall simultaneously give written notice of such default to Guarantor, at the address set forth herein, and Guarantor shall have the right to remedy such default within the cure periods provided in the Lease; provided, such cure periods shall not commence until Landlord gives Guarantor written notice of such default. Landlord shall accept Guarantor’s cure of any such default, and no Tenant Default shall arise therefrom in the event such default is timely cured.” We have not been relieved of our primary obligation under the head lease because, should the assignee default on the lease obligations required under the Assignment Agreement, the A&R Guaranty would, effectively, obligate us to ensure “full performance and observance of all the covenants, terms, conditions and agreements therein provided to be performed and observed by the Tenant.” Furthermore, in the event of the assignee’s default, we would accrue these obligations without any need of the head lessor to first seek performance by the assignee.

   Form 10-Q for the Quarter Ended October 31, 2025   Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures, page 27   2. We note your disclosure on internal control over financial reporting which indicates that due to a material weakness, internal control over financial reporting was not effective as of October 31, 2025. However, your disclosure does not appear to address your conclusion over disclosure controls and procedures as required by Item 4 of Form 10-Q and Item 307 of Regulation S-K. Please revise future filings to include the required information.   Company Response : We acknowledge the Staff’s comment and will revise future filings accordingly. To the extent that the material weakness remains unremediated, in future filings, we intend to address this comment substantially consistent with the following:   Our Chief Executive Officer and Chief Financial Officer (“certifying officers”) have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of [Reporting Date]. Our certifying officers concluded that, as a result of the material weaknesses in internal control over financial reporting as described below, our disclosure controls and procedures were not effective as of [Reporting Date].   Form 8-K furnished December 4, 2025   Exhibit 99.1 Earnings Release, page 1   3. We note from your reconciliation of GAAP financial measures to Non-GAAP financial measures at the end of your earnings release, that you have adjusted most of the measures for Relocation expenses. Please tell us, and revise your disclosure to explain the nature of the amounts included in this adjustment. In this regard we note from your disclosures in the notes to the financial statements in your Form 10-K and Form 10-Qs that the amount of the adjustment in the earnings release appears to exceed the amount recognized as restructuring expenses for the applicable periods.

   Please advise. Additionally, we note that your reconciliation on page 7 includes disclosure of several non-GAAP financial measures that have not been discussed in your narrative Non-GAAP disclosure on page 2. Please revise this disclosure to include the reasons why each non-GAAP financial measure presented is useful to investors. See Item 10(e)(1)(i)(C).   Company Response : In addition to the restructuring charges disclosed in the notes to the financial statements, we incurred additional non-recurring third-party wind-down sales and cost of sales related to the closure of an immaterial manufacturing location that was shut down as a result of the restructuring. These amounts are collectively noted as relocation expense in the non-GAAP disclosure on page 2 of our earnings release furnished on December 4, 2025. In future filings, we will 1) explain the nature of the amounts included in any and all non-GAAP adjustments and 2) include the reasons why each non-GAAP financial measure presented is useful to investors.     We acknowledge we are responsible for the accuracy and adequacy of our disclosures, notwithstanding any review, comments, action or absence of action by the staff.   We hope that this resolves the questions as outlined in the Comment Letter. Should you have any further questions, please do not hesitate to contact me.   Sincerely,   /s/ Deana L. McPherson   Deana L. McPherson, CPA Executive Vice President, Chief Financial Officer, and Treasurer

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<TEXT>
 January 16, 2026

Deana McPherson
Chief Financial Officer
Smith & Wesson Brands, Inc.
1852 Proffitt Springs Road
Maryville, Tennessee 37801

 Re: Smith & Wesson Brands, Inc.
 Form 10-K for the Fiscal Year Ended April 30, 2025
 Form 10-Q for the Quarter Ended October 31, 2025
 Form 8-K furnished December 4, 2025
 File No. 001-31552
Dear Deana McPherson:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended April 30, 2025
Note 3. Leases, page F-17

1. We note your disclosure that as part of the Relocation, on January 31,
2023,
 you entered into (i) an assignment and assumption agreement with AOUT,
pursuant to
 which AOUT assumed all of your rights, entitlement, and obligations in,
to, and under
 the Missouri Lease, or the Assignment and Assumption Agreement, and (ii)
an
 amended and restated guaranty in favor of RCS-S&W Facility, LLC, as
successor in
 interest to the Original Missouri Landlord, pursuant to which Smith &
Wesson Sales
 Company was added as a guarantor, or the Amended and Restated Guaranty.
We also
 note that because of the Amended and Restated Guaranty, you continue to
account for
 this lease as you have since prior to the Relocation. Please explain to
us how your
 accounting for the lease complies with the guidance in ASC 842-20-35-14,
including
 how you determined the nature of the sublease that resulted from the
assignment.
 January 16, 2026
Page 2

Form 10-Q for the Quarter Ended October 31, 2025
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures, page 27

2. We note your disclosure on internal control over financial reporting
which
 indicates that due to a material weakness, internal control over
financial reporting was
 not effective as of October 31, 2025. However, your disclosure does not
appear to
 address your conclusion over disclosure controls and procedures as
required by Item 4
 of Form 10-Q and Item 307 of Regulation S-K. Please revise future
filings to include
 the required information.
Form 8-K furnished December 4, 2025
Exhibit 99.1 Earnings Release, page 1

3. We note from your reconciliation of GAAP financial measures to Non-GAAP
 financial measures at the end of your earnings release, that you have
adjusted most of
 the measures for Relocation expenses. Please tell us, and revise your
disclosure to
 explain the nature of the amounts included in this adjustment. In this
regard we note
 from your disclosures in the notes to the financial statements in your
Form 10-K and
 Form 10-Qs that the amount of the adjustment in the earnings release
appears to
 exceed the amount recognized as restructuring expenses for the
applicable periods.
 Please advise. Additionally, we note that your reconciliation on page 7
includes
 disclosure of several non-GAAP financial measures that have not been
discussed in
 your narrative Non-GAAP disclosure on page 2. Please revise this
disclosure to
 include the reasons why each non-GAAP financial measure presented is
useful to
 investors. See Item 10(e)(1)(i)(C).
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Claire Erlanger at 202-551-3301 or Kevin Woody at
202-551-3629
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
March 29, 2023
Deana McPherson
Executive Vice President and Chief Financial Officer
Smith & Wesson Brands, Inc.
2100 Roosevelt Avenue
Springfield, MA 01104
Re:Smith & Wesson Brands, Inc.
Form 10-K for the Fiscal Year Ended April 30, 2022
File No. 001-31552
Dear Deana McPherson:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 Deana L. McPherson, CPA

Executive Vice President,

Chief Financial Officer & Treasurer

March 24, 2023

 VIA EDGAR

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, NE

 Washington, DC 20549

Re:
 Smith & Wesson Brands, Inc.

 Form 10-K for the Fiscal Year Ended April 30, 2022

 Form 10-Q for the quarterly period ended October 31, 2022

 Response dated March 10, 2023

 File No. 001-31552

To Whom it May Concern,

 The following is in response to your
letter dated March 15, 2023 (the “Comment Letter”). Smith & Wesson Brands, Inc. (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 Fiscal Year Ended April 30, 2022

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 38

1.
 We note your response to comment 1 and have the following comments:

•

 Please confirm that when you describe two or more business reasons that contributed to a
material change in any financial statement line item between periods, you will quantify, where possible, the extent to which each change contributed to the overall change in that line item.

 Page
 2

•

 In regards to your sales fluctuations, explain to us in greater detail why you are not able to quantify
changes attributable to prices and volumes. In doing so, clarify if certain price and/or volume information is not available or not provided at a certain level of specificity. If you conclude such information is not calculable, quantify the price
and volume information that is determinable, such as material product line discontinuations, and better describe the relative significance of the factors impacting sales fluctuations.

Company Response: We confirm that, when we describe two or more business reasons that contributed to a material change in any financial
statement line item between periods, we will quantify, where possible, the extent to which each change contributed to the overall change in that line item.

With regard to our ability to quantify changes attributable to prices and volumes, note that revenue is impacted by factors in addition to price and volume.
We offer more than 600 different products that are sold at different prices depending on the customer to whom we sell the products and/or the region of the world in which we sell them. In addition, we routinely launch new products and discontinue
products that may or may not have been sold at prices that differ from other products that we have historically offered. These “mix” issues – when applied across hundreds of thousands of units shipped during any given quarter –
make attribution to price alone difficult to quantify without a significant amount of effort. For managerial purposes, we estimate pricing impacts at a high level but do not calculate actual figures with enough specificity to include in our public
disclosures. In quarters in which we change prices, we typically disclose, and will continue to disclose in the future, that we implemented an X% price change on certain products but that the named percentage change may not fully equate to that same
percentage of revenue change due to a change in the mix of products offered for sale. In addition, certain volume factors may have a pricing component due to promotions that we run, including the purchase of a higher priced product with lower priced
accessories or a group of products offered for sale at a combined price or discount from the prices of items sold separately. We have, in the past, and will continue to disclose when we have material product line discontinuations.

We hope that this resolves the questions as outlined in the Comment Letter. Should you have any further questions, please do not hesitate to contact me.

Sincerely,

 /s/ Deana L. McPherson

 Deana L. McPherson, CPA

Executive Vice President, Chief Financial Officer,

 and Treasurer

United States securities and exchange commission logo
March 15, 2023
Deana McPherson
Executive Vice President and Chief Financial Officer
Smith & Wesson Brands, Inc.
2100 Roosevelt Avenue
Springfield, MA 01104
Re:Smith & Wesson Brands, Inc.
Form 10-K for the Fiscal Year Ended April 30, 2022
Form 10-Q for the quarterly period ended October 31, 2022
Response dated March 10, 2023
File No. 001-31552
Dear Deana McPherson:
            We have reviewed your March 10, 2023 response to our comment letter and 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
February, 28, 2023 letter.
Form 10-K for the Fiscal Year Ended April 30, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 38
1.We note your response to comment 1 and have the following comments:

•Please confirm that when you describe two or more business reasons that contributed
to a material change in any financial statement line item between periods, you will
quantify, where possible, the extent to which each change contributed to the overall
change in that line item.

•In regards to your sales fluctuations, explain to us in greater detail why you are not

 FirstName LastNameDeana McPherson
 Comapany NameSmith & Wesson Brands, Inc.
 March 15, 2023 Page 2
 FirstName LastName
Deana McPherson
Smith & Wesson Brands, Inc.
March 15, 2023
Page 2
able to quantify changes attributable to prices and volumes.  In doing so, clarify if
certain price and/or volume information is not available or not provided at a certain
level of specificity.  If you conclude such information is not calculable, quantify the
price and volume information that is determinable, such as material product line
discontinuations, and better describe the relative significance of the factors impacting
sales fluctuations.
            You may contact Charles Eastman at 202-551-3794 or Andrew Blume at 202-551-3254 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 Deana L. McPherson, CPA

 Executive Vice
President,

 Chief Financial Officer & Treasurer

 March 10, 2023

 VIA
EDGAR

 Division of Corporation Finance

 Securities
and Exchange Commission

 100 F Street, NE

 Washington, DC
20549

Re:
 Smith & Wesson Brands, Inc.

Form 10-K for the Fiscal Year Ended April 30, 2022

Form 10-Q for the quarterly period ended October 31, 2022

File No. 001-31552

To Whom it May Concern,

 The following is in response to your
letter dated February 28, 2023 (the “Comment Letter”). Smith & Wesson Brands, Inc. (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 Fiscal Year Ended April 30, 2022

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 38

1.
 Where you describe two or more business reasons that contributed to a material change in a financial
statement line item between periods, please quantify, where possible, the extent to which each change contributed to the overall change in that line item. In addition, when you discuss sales fluctuations, specifically describe the extent to which
changes are attributable to changes in prices or to changes in the volume or amount of goods or services being sold or to the introduction of new products or services. As an example, we note that the 25.2% decrease in your long gun sales from fiscal
years 2021 to 2022 was caused by lower shipments of your M&P modern sporting rifles and hunting rifles partially offset by increased shipments of newly introduced products, combined with two price increases. See Item 303(b)(2) of Regulation S-K and SEC Release No. 33-8350.

  Page
 2

 Company Response: We included in our Form 10-K for the
fiscal year ended April 30, 2022 a table of unit shipments made during the fiscal year broken down by handguns and long guns, restated here as follows:

The following table sets forth certain information regarding net sales and gross profit for the fiscal years
ended April 30, 2022, 2021, and 2020 (dollars in thousands):

2022

2021

$ Change

% Change

2020

 Handguns

$
624,219

$
755,735

$
 (131,516
)

-17.4
%

$
390,711

 long Guns

189,467

253,340

(63,873
)

-25.2
%

101,540

 Other Products & Serv1ccs

50,440

50,120

320

0.6
%

37,367

 Total net sales

$
864,126

$
1,059,195

$
(195,069
)

-18.4
%

$
529,618

 Cost of sales

489,562

610,212

(120,650
)

-19.8
%

363,929

 Gross profit

$
374,564

$
448 ,983

$
(74,419
)

-16.6
%

$
165,689

 % of net sales (gross margm)

43.3
%

42.4
%

31 .3
%

 The following table sets forth certain information regarding units shipped by
trade channel for the fiscal years ended April 30, 2022, 2021, and 2020 (units in thousands):

 Total Units Shipped

2022

2021

# Change

% Change

2020

 Handguns

1,518

2,079

(561
)

-27.0
%

1,253

 Long Guns

363

524

(161
)

-30.7
%

295

 Sporting Good Channel Units Shipped

2022

2021

# Change

% Change

2020

 Handguns

1,422

1,953

(531
)

-27.2
%

1,170

 long Guns

342

508

(166
)

-32.7
%

28 1

 Professional Channel Units Shipped

2022

2021

# Change

% Change

2020

 Handguns

96

126

(30
)

-23.8
%

83

 Long Guns

21

16

5

31.3
%

14

 The information included in this table indicates that long gun units in the sporting goods channel declined by
32.7% compared to the prior fiscal year, and related commentary indicates that long gun sales declined by 25.2% compared to the prior fiscal year due primarily to a decrease in shipped units. As the unit decline was greater than the dollar decline,
we indicated that there were new products introduced during the fiscal year and that we had implemented two price increases. We are unable to specify exactly how much the dollar value of long guns was impacted by price changes because our mix of
product changed during the period, as explained in our commentary regarding the discontinuation of sales of hunting rifles and the introduction of new products, which we noted accounted for 19.8% of total net sales. Given the number of different
products we offer, combined with the introduction of new products and the change in mix of our products, we do not believe that additional specific commentary on the change in sales is possible.

  Page
 3

 Critical Accounting Policies, page 44

2.
 In future filings, please enhance your disclosure to provide qualitative and quantitative information
necessary to understand the estimation uncertainty and the impact your critical accounting estimates have had or are reasonably likely to have on your financial condition and results of operations. In addition, discuss how much each estimate and/or
assumption has changed over a relevant period and the sensitivity of reported amounts to the underlying methods, assumptions and estimates used. The disclosures should supplement, not duplicate, the description of accounting policies or other
disclosures in the notes to the financial statements. Refer to Item 303(b)(3) of Regulation S-K and SEC Release No. 33-8350.

Company Response: We will enhance our disclosure in future Form 10-K filings to provide qualitative and
quantitative information to assist with understanding the uncertainty and impact that our critical accounting estimates have or are reasonably likely to have on our financial condition and results of operations. We will also disclose changes in
estimates and/or assumptions and the sensitivity of reported amounts to the underlying methods, assumptions, and estimates used over the relevant period, if any.

Form 10-Q for the quarterly period ended October 31, 2022

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations, page 19

3.
 We note your disclosures on pages 20 and 21 that the decline in your gross margins for the three and six-months ended October 31, 2022 was due in part to inflation in both material costs and labor. In future filings, please expand your disclosures to identify the principal factors contributing to your
inflationary pressures and the actions planned or taken, if any, to mitigate the inflationary pressures and to quantify the resulting impact on your results of operations and financial condition.

Company Response: In our Form 10-Q filing for the quarterly period ended October 31, 2022, we note
that inflation in material and labor negatively impacted our gross margin. In future filings, we will note broad material categories, such as raw materials and finished parts, and attempt to provide the impact that inflation has had on these
categories in total. Similarly, in future filings, we will note which general categories of labor in which we are experiencing the most significant inflationary pressure. We will also provide additional disclosure regarding our ability, or lack
thereof, to mitigate inflationary impacts.

 We hope that this resolves the questions as outlined in the Comment Letter. Should you have any further
questions, please do not hesitate to contact me.

 Sincerely,

/s/ Deana L. McPherson

Deana L. McPherson, CPA

Executive Vice President, Chief Financial Officer, and Treasurer

United States securities and exchange commission logo
February 28, 2023
Deana McPherson
Executive Vice President and Chief Financial Officer
Smith & Wesson Brands, Inc.
2100 Roosevelt Avenue
Springfield, MA 01104
Re:Smith & Wesson Brands, Inc.
Form 10-K for the Fiscal Year Ended April 30, 2022
Form 10-Q for the quarterly period ended October 31, 2022
File No. 001-31552
Dear Deana McPherson:
            We have limited our review of your filing to the financial statements and related
disclosures and 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended April 30, 2022
Management's Discussion and Anlaysis of Financial Condition and Results of Operations
Results of Operations, page 38
1.Where you describe two or more business reasons that contributed to a material change in
a financial statement line item between periods, please quantify, where possible, the extent
to which each change contributed to the overall change in that line item.  In addition,
when you discuss sales fluctuations, specifically describe the extent to which changes are
attributable to changes in prices or to changes in the volume or amount of goods or
services being sold or to the introduction of new products or services.  As an example, we
note that the 25.2% decrease in your long gun sales from fiscal years 2021 to 2022 was
caused by lower shipments of your M&P modern sporting rifles and hunting rifles
partially offset by increased shipments of newly introduced products, combined with two
price increases.  See Item 303(b)(2) of Regulation S-K and SEC Release No. 33-8350.

 FirstName LastNameDeana McPherson
 Comapany NameSmith & Wesson Brands, Inc.
 February 28, 2023 Page 2
 FirstName LastName
Deana McPherson
Smith & Wesson Brands, Inc.
February 28, 2023
Page 2
Critical Accounting Policies, page 44
2.In future filings, please enhance your disclosure to provide qualitative and quantitative
information necessary to understand the estimation uncertainty and the impact your
critical accounting estimates have had or are reasonably likely to have on your financial
condition and results of operations.  In addition, discuss how much each estimate and/or
assumption has changed over a relevant period and the sensitivity of reported amounts to
the underlying methods, assumptions and estimates used.  The disclosures
should supplement, not duplicate, the description of accounting policies or other
disclosures in the notes to the financial statements.  Refer to Item 303(b)(3) of Regulation
S-K and SEC Release No. 33-8350.
Form 10-Q for the quarterly period ended October 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 19
3.We note your disclosures on pages 20 and 21 that the decline in your gross margins for the
three and six-months ended October 31, 2022 was due in part to inflation in both material
costs and labor.  In future filings, please expand your disclosures to identify the principal
factors contributing to your inflationary pressures and the actions planned or taken, if any,
to mitigate the inflationary pressures and to quantify the resulting impact on your results
of operations and financial condition.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Charles Eastman at 202-551-3794 or Andrew Blume at 202-551-
3254 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

December 4, 2019
Jeffrey D. Buchanan
Chief Financial Offier
AMERICAN OUTDOOR BRANDS CORP
2100 Roosevelt Avenue
Springfiled, MA 01104
Re:AMERICAN OUTDOOR BRANDS CORP
Form 10-K for the Year Ended April 30, 2019
File No. 001-31552
Dear Mr. Buchanan:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 2100 Roosevelt Avenue

 PO
Box 2208

 Springfield, MA 01102-2208

 Jeffrey D. Buchanan

Executive Vice President

 Chief
Financial Officer & Treasurer

 FOIA Confidential Treatment Request by American Outdoor Brands Corporation

Pursuant to Rule 83 (17 C.F.R. 200.83)

November 5, 2019

 VIA EDGAR

Division of Corporation Finance

 Office of Manufacturing

Securities and Exchange Commission

 100 F Street, NE

Washington, DC 20549

Re:
 American Outdoor Brands Corporation

Form 10-K for the Year Ended April 30, 2019

File No. 1-31552

Dear Sir or Madam:

 We are writing to respond to the comments
provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on the above-referenced filing of American Outdoor Brands Corporation (“AOBC”, “we”, “our” or the
“Company”) in the Staff’s comment letter dated October 17, 2019 addressed to Mr. Jeffrey D. Buchanan, Chief Financial Officer. We have repeated your comments in bold and italics and have included our responses to each.

 Due to the commercially sensitive nature of certain information contained herein, this response letter includes a request for confidential treatment of
the portions of this letter indicated by [***] pursuant to the Commission’s confidential treatment procedure under Rule 83 (17 C.F. R. 200.83) with respect to the Freedom of Information Act (“FOIA”). We have also provided a separate
letter with the Office of Freedom of Information and Privacy Act (the “FOIA Office”) in connection with the confidential treatment request pursuant to Rule 83. A complete version of this response letter has been separately provided to the
Staff. Please promptly inform the Company of any request for disclosure of the confidential portions herein made pursuant to FOIA or otherwise so that the individual noted on the Company’s accompanying Rule 83 cover letter may substantiate the
request for confidential treatment in accordance with Rule 83.

 2100 Roosevelt Avenue

 PO
Box 2208

 Springfield, MA 01102-2208

 Form 10-K for Year Ended April 30, 2019

3. Significant Accounting Policies

 Valuation of Long
Lived Tangible and Intangible Assets, page F-14

1.
 Comment: You disclose that during the third quarter of fiscal year 2019, you recorded a
$10.4 million goodwill impairment in your Electro-Optics reporting unit which was subsequently restructured and combined into your Outdoor Products & Accessories reporting unit.

Please more fully address the following:

•

 Tell us the amount of goodwill allocated to the Electro-Optics reporting unit before and after the
impairment;

•

 Explain the specific facts and circumstances that lead you to restructure and combine the two reporting
units;

•

 Tell us whether you performed a goodwill impairment analysis immediately after the reorganization. If not,
explain why;

•

 Provide us summarized financial information for each of the two reporting units; and

•

 Tell us the key assumptions and estimates that lead to your determination that the fair value of the
Outdoor Products & Accessories reporting unit substantially exceeded its carrying value as of your test date and explain how the reorganization impacted your assessment.

Company Response to “Tell us the amount of goodwill allocated to the Electro-Optics reporting unit before and after the
impairment”: Our Electro-Optics reporting unit had $54.2 million and $43.8 million of goodwill before and after the impairment, respectively.

Company Response to “Explain the specific facts and circumstances that lead you to restructure and combine the two reporting
units”: As disclosed in Note 3 of our Form 10-K for the year ended April 30, 2019, a combination of factors occurring in the firearm industry during the last few years, including changes in
the political environment and reduced overall demand for both firearms and the accessories that are attached to firearms, such as laser sights, resulted in us lowering our long-range sales volume, operating profit, and cash flow forecasts in our
Electro-Optics operating segment. Based on those forecasts, we believed it was important to seek out efficiencies that would increase operating performance and, as a result, decided to combine our Electro-Optics operating segment with our Outdoor
Products & Accessories operating segment. As a result, the Electro-Optics product engineering, marketing, sales, and general and administrative functions were absorbed into the current Outdoor Products & Accessories operations in
Columbia, Missouri with only the Electro-Optics assembly operation remaining in the former Electro-Optics headquarters in Wilsonville, Oregon. For example, the restructuring allowed us to combine two separate sales forces into one and reduce costs
for the combined Outdoor Products & Accessories operating segment. Additionally, the position of the President of the Electro-Optics operating segment was eliminated as part of the restructuring and the product line is now being managed by
the President of the Outdoor Products & Accessories operating segment. As a result of this reorganization, the previously identified Electro-Optics operating segment is effectively now being managed as a product line within the Outdoor
Products & Accessories operating segment.

 2100 Roosevelt Avenue

 PO
Box 2208

 Springfield, MA 01102-2208

 Company Response to “Tell us whether you performed a goodwill impairment analysis
immediately after the reorganization. If not, explain why”: We did conduct a goodwill impairment analysis on the Outdoor Products & Accessories reporting unit immediately after the reorganization.

We considered the impact on our identification of operating segments and reporting units under ASC 280, Segment Reporting, and
ASC 350, Intangibles-Goodwill and Other. We determined that the number of reporting units subsequent to our measurement date had been reduced to two, Firearms and Outdoor Products & Accessories. As described above, the Outdoor
Products & Accessories reporting unit is now operated and managed as one operating segment, managed by one President, with financial information being reviewed at the Outdoor Products & Accessories level by our Chief Executive
Officer (CODM). As such, there is no level below the operating segment and we have determined that, subsequent to the reorganization, the reporting units are equivalent to the operating segments.

Our initial goodwill impairment analysis of the Electro-Optics reporting unit was performed on January 15, 2019, when we determined that
a triggering event existed because of a reduction in that reporting unit’s forecasted financial performance. At that time and leading up to that time, we determined that reorganization was needed but had not yet finalized or announced a plan to
reorganize.

 We performed our annual full Company impairment analysis on February 1, 2019 for all three reporting units: Firearms,
Outdoor Products & Accessories, and Electro-Optics. Because the annual impairment date of February 1 was so close in proximity to the interim goodwill impairment analysis date of January 15, the financial statement forecasts used
for both tests did not differ significantly for the Electro-Optics reporting unit. As of February 1, 2019, the Outdoor Products & Accessories reporting unit fair value was $43.1 million over book value and, due to the
January 15, 2019 recorded impairment of $10.4 million, the Electro-Optics reporting unit fair value was equal to its book value.

In order to conclude that there was no additional indication of impairment after the reorganization that was announced on March 7, 2019,
we updated our valuation analysis to combine the Outdoor Products & Accessories reporting unit financial statement forecasts with those from the Electro-Optics reporting unit that were utilized for the February 1, 2019 valuation. As
noted above, the Electro-Optics reporting unit no longer existed following the reorganization. We then modified those financial statement forecasts for additional actual results through the date of the reorganization and then prepared two sets of
financial statement forecasts that both included and excluded synergy savings expected to be realized by the reorganization. The indicated fair values in both scenarios, with and without synergy savings, significantly exceeded the carrying value of
the combined reporting units and, therefore, we determined that no additional impairment was indicated.

 2100 Roosevelt Avenue

 PO
Box 2208

 Springfield, MA 01102-2208

 As a final test, we updated the standalone February 1, 2019 Electro-Optics financial
statement forecasts for all known changes between February 1, 2019 and March 6, 2019 as if Electro-Optics would not be integrated into Outdoor Products & Accessories and removed only the total compensation for the President and
Director of Sales/Marketing positions as those positions would not be filled even if Electro-Optics remained a standalone reporting unit. After incorporating those changes, the fair value from that model continued to exceed the carrying value,
indicating that no additional impairment was indicated.

 Company Response to “Provide us summarized financial information for
each of the two reporting units”: The table below summarizes financial information for the two reporting units as of the impairment test date of February 1, 2019 (in thousands):

Rule 83 Confidential Treatment Request by American Outdoor Brands Corporation;

Request No. 1 (AOBC – SEC 000001)

Outdoor
Products &
Accessories

Electro-
Optics

 Cash

$
[****]

$
[****]

 Total Intangibles

$
[****]

$
[****]

 Total Goodwill Prior to Impairment

$
[****]

$
[****]

 Total Goodwill Subsequent to Impairment

$
[****]

$
[****]

 Total PP&E

$
[****]

$
[****]

 Total Assets Prior to Impairment

$
[****]

$
[****]

 Total Assets Subsequent to Impairment

$
[****]

$
[****]

 Total Debt

$
[****]

$
[****]

 Total Liabilities

$
[****]

$
[****]

 Gross Sales (trailing twelve month)

$
[****]

$
[****]

 Gross Profit (trailing twelve month)

$
[****]

$
[****]

 Operating Expense (trailing twelve month)

$
[****]

$
[****]

 Operating Income (trailing twelve month)

$
[****]

$
[****]

 Net Income (trailing twelve month)

$
[****]

$
[****]

 Depreciation & Amortization (trailing twelve month)

$
[****]

$
[****]

 Adjusted EBITDAS (trailing twelve month)

$
[****]

$
[****]

 American Outdoor Brands Corporation respectfully requests that the information contained in this Request
No. 1 (AOBC – SEC 000001) be treated as confidential information and that the Commission provide timely notice to the individual noted on the Company’s accompanying Rule 83 cover letter prior to disclosure of any such information.

 2100 Roosevelt Avenue

 PO
Box 2208

 Springfield, MA 01102-2208

 Company Response to “Tell us the key assumptions and estimates that lead to your
determination that the fair value of the Outdoor Products & Accessories reporting unit substantially exceeded its carrying value as of your test date and explain how the reorganization impacted your
assessment.”: The key assumptions underlying our determination that the fair value of the Outdoor Products & Accessories reporting unit substantially exceeded its carrying value as of the various test dates are as follows:

•

 As of the annual impairment test date of February 1, 2019, the Outdoor Products & Accessories
reporting unit fair value exceeded the carrying value by 13%, or $43.1 million.

•

 As of the date of the reorganization, March 7, 2019, the combined Outdoor Products & Accessories
reporting unit’s fair value exceeded the carrying value by 11%, or $42.1 million.

•

 By eliminating the Electro-Optics operating segment and restructuring the product line’s operations into the
Outdoor Products & Accessories operating segment, there were no additional ongoing costs to be incurred nor was there a change in the overall fair value of the Outdoor Products & Accessories business. Most of the key assumptions
used in our valuation analyses were already similar between the two reporting units, including business multiples, weighted average cost of capital, control premiums, and growth rates, allowing the fair value to remain well above book value.

2.
 Comment: We note that your current market capitalization is significantly below your net book
value. Please tell us if you have performed an interim goodwill impairment analysis subsequent to April 30, 2019, and if so, please tell us the results of your analysis. If an interim goodwill impairment analysis has not been performed, please
explain why you do not believe one was required given the weakness in market conditions and the sustained decline in your stock price and market capitalization.

Company Response: As of our last reporting date, July 31, 2019, our stock price was $9.64 and our market capitalization was
$528.5 million, well above our equity value of $443.1 million. Therefore, we did not believe that an interim goodwill impairment analysis was required at that time. We do not believe that the subsequent volatility in our stock price is the
result of a sustained decline.

 2100 Roosevelt Avenue

 PO
Box 2208

 Springfield, MA 01102-2208

 The firearms industry is often influenced by a variety of economic, social, political,
legislative, and regulatory factors that cause extreme fluctuations in our stock price. Daily or even monthly fluctuations are difficult to predict and no single high or low stock price can reasonably be relied upon as a true indicator of a
sustained decline or appreciation. The volatility of our stock price has annually ranged between 40.97% in fiscal year 2017 to 52.44% in fiscal year 2020 to date. During the month of October 2019 alone, our stock price has risen 21.7% to $7.12 as of
October 24th, resulting in a market capitalization of $390.3 million, an almost $80 million increase in market capitalization from the stock’s lowest closing price of $5.62 on
October 3rd. In addition, based on current analyst estimates, which are based on our forecasted guidance, the Company’s average targeted stock price is $10.10, supporting our conclusion that
the decline in our stock price in recent weeks is temporary in nature and not an indication of a triggering event.

 Although we monitor
our market capitalization, we believe that market capitalization is but one part of a complex calculation of overall value, which is rarely, on its own, indicative of a triggering event. For our impairment testing, we also use the income approach to
measure fair value based on a discounted cash flow model and reconcile our reporting segments against the market capitalization, utilizing important and relatively stable inputs such as implied control premium, weighted average cost of capital,
forecasted growth rates, and transaction multiples in the marketplace.

 During the Company’s impairment testing on February 1,
2019, we reconciled to an implied control premium of 16.3% and, based on actual market transactions used to estimate a range of control premiums, we believe that this implied control premium is reasonable. As we believe that there have been no other
factors indicating that a triggering event has occurred, we believe that evaluating our market capitalization against a similar implied control premium is currently reasonable noting that this control premium would yield an expected equity value
above $460 million. The Company’s last reported equity value on July 31, 2019 was $443.1 million and has not significantly increased or decreased since that date. Therefore, the expected equity value is within a reasonable range
of our actual equity value using the implied control premium.

 We also believe that the reduction in market capitalization between
February 1, 2019 and October 3, 2019 was likely due to changes in the social and political environment related to firearms and has likely little to do with our actual financial per

October 17, 2019
Jeffrey D. Buchanan
Chief Financial Offier
AMERICAN OUTDOOR BRANDS CORP
2100 Roosevelt Avenue
Springfiled, MA 01104
Re:AMERICAN OUTDOOR BRANDS CORP
Form 10-K for the Year Ended April 30, 2019
File No. 001-31552
Dear Mr. Buchanan:
            We have limited our review of your filing to the financial statements and related
disclosures and 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended April 30, 2019
3. Significant Accounting Policies
Valuation of Long-Lived Tangible and Intangible Assets, page F-14
1.You disclose that during the third quarter of fiscal year 2019, you recorded a $10.4 million
goodwill impairment in your Electro-Optics reporting unit which was subsequently
restructured and combined into your Outdoor Products & Accessories reporting unit.
Please more fully address the following:
•Tell us the amount of goodwill allocated to the Electro-Optics reporting unit before
and after the impairment;
•Explain the specific facts and circumstances that lead you to restructure and combine
the two reporting units;
•Tell us whether you performed a goodwill impairment analysis immediately after the
reorganization.  If not, explain why;
•Provide us summarized financial information for each of the two reporting units; and
•Tell us the key assumptions and estimates that lead to your determination that the fair
value of the Outdoor Products & Accessories reporting unit substantially exceeded its

 FirstName LastNameJeffrey D. Buchanan
 Comapany NameAMERICAN OUTDOOR BRANDS CORP
 October 17, 2019 Page 2
 FirstName LastName
Jeffrey D. Buchanan
AMERICAN OUTDOOR BRANDS CORP
October 17, 2019
Page 2
carrying value as of your test date and explain how the reorganization impacted your
assessment.
2.We note that your current market capitalization is significantly below your net book
value.  Please tell us if you have performed an interim goodwill impairment analysis
subsequent to April 30, 2019, and if so, please tell us the results of your analysis.  If an
interim goodwill impairment analysis has not been performed, please explain why you do
not believe one was required given the weakness in market conditions and the sustained
decline in your stock price and market capitalization.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact SiSi Cheng at 202-551-5004 or Anne Mcconnell at 202-551-3709 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

Mail Stop 4631

March 15 , 2017

Via E -mail
Mr. Jeffrey D. Buchanan
Chief Financial Officer
American Outdoor Brands Corporation
2100 Roosevelt Avenue
Springfield, Massachusetts 01104

Re: American Outdoor Brands Corporation
 Form 10-K for the Year Ended April 30, 2016
Filed June 16, 2016
File No. 1-31552

Dear Mr. Buchanan :

We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

       /s/ Terence O ’Brien

Terence O’Brien
       Accounting Branch Chief
Office of Manufacturing and Construction

CORRESP
1
filename1.htm

CORRESP

 2100 Roosevelt Avenue

 PO Box 2208

Springfield, MA 01102-2208

 Jeffrey D. Buchanan

 Executive Vice
President

 Chief Financial Officer & Treasurer

 March 6, 2017

 VIA
EDGAR

 Terence O’Brien

 Accounting Branch Chief

 Office of Manufacturing and Construction

 Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, NE

 Washington, DC 20549

Re:
American Outdoor Brands Corporation

Form 10-K for Fiscal Year Ended April 30, 2016

Filed June 16, 2016

Form 10-Q for the Period Ended October 31, 2016

Filed December 1, 2016

Filed No. 1-31552

 Dear Mr. O’Brien,

The following is in response to your letter dated February 17, 2017 (the “Comment Letter”). American Outdoor Brands 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-Q for Period Ended October 31, 2016

Note 11: Segment Information, page 19

1.
 Comment: Your disclosures on page 42 of your Form 10-K for
the year ended April 30, 2016 indicate that you determined you had two operating segments and correspondingly two reporting units at April 30, 2016. Your Form 8-K filed December 1, 2016
indicates that as of January 1, 2017 you now have four operating divisions, which appear to be firearms, manufacturing services, accessories, and

 2100 Roosevelt Avenue

 PO Box 2208

Springfield, MA 01102-2208

electro-optics. Please disclose the impact of these recent organizational changes on your determination of operating segments and reportable segments pursuant to ASC 280 as well as the impact on your
determination of reporting units for purposes of goodwill impairment testing pursuant to ASC 350-20. Please also ensure that you provide the disclosures required by ASC 280-10-50-21, including if you aggregated operating segments in determining your reportable segments.

Company Response: Prior to fiscal 2015, we operated as one segment with one reporting unit with all activities reported as
Firearms. During fiscal 2015, we acquired Battenfeld Technologies, Inc. which resulted in the identification of an additional segment and reporting unit, known as Accessories. In April 2016, we announced an organizational change coinciding with the
hiring of a new President of our Firearms Division and began operating the Firearms segment as two divisions, Manufacturing Services and Firearms. At this time, Manufacturing Services continues to primarily support the Firearms Division and
generates an immaterial amount of third-party revenue. Although operating as two divisions, the Chief Operating Decision Maker (“CODM”), our Chief Executive Officer, allocates resources and assesses the performance based on total firearms,
inclusive of the results of Manufacturing Services. Further, discrete financial information is not available for the Manufacturing Services division.

In August 2016, we acquired substantially all of the net assets of Taylor Brands, LLC and all of the issued and outstanding stock of Crimson
Trace Corporation. With the acquisition of Crimson Trace Corporation, and the related establishment of a new Electro-Optics division, we reevaluated all divisions in accordance with ASC 280 and determined that we operated as two operating segments:
Firearms and Outdoor Products & Accessories. Our basis for this conclusion, among other items, was that our CODM was also performing functions as the segment manager for the Outdoor Products & Accessories segment, as allowed under
ASC 280-10-50-8.

Since then, and as indicated in our January 31, 2017 Form 10-Q filed on March 2, 2017, we
have reevaluated our analyses and determined that we operate as three operating segments: Firearms, Accessories, and Electro-Optics. Our basis for this conclusion was as follows:

•

We considered the guidance within ASC 280-10-50-5 in determining our CODM. Our management structure
consists of a President and Chief Executive Officer of American Outdoor Brands Corporation, P. James Debney, who reports directly to the Board of Directors. Although Mr. Debney receives input and recommendations from various individuals
throughout the four divisions, including the division presidents who all report to Mr. Debney, it is Mr. Debney who ultimately makes the significant decisions which drive the overall strategy of each segment and the company.

•

There is a division president over each of the Accessories and Electro-Optics divisions who both report to the CODM and are held accountable for the operating results of their respective divisions. Discrete financial
information is available for the Accessories and Electro-Optics divisions and this information is regularly reviewed by the CODM.

 2100 Roosevelt Avenue

 PO Box 2208

Springfield, MA 01102-2208

•

As noted above, the CODM regularly reviews operating results for Firearms, inclusive of Manufacturing Services.

Accordingly, we have identified three operating segments: Firearms, Accessories, and Electro-Optics. The Accessories and Electro-Optics
segments meet the criteria for aggregation as outlined in ASC 280-10-50-11, and represent the Outdoor Products &
Accessories reportable segment.

 The guidance within ASC 280-10-50-11 states that operating segments often exhibit similar long-term financial performance if they have similar economic characteristics. In our assessment of the Accessories and Electro-Optics
divisions, we have concluded that they have similar economic characteristics as follows:

•

Both segments have products that are tangentially related to but dissimilar from firearms products. Both segments develop and market products that can be mounted on firearms and used by firearm consumers to improve
their shooting experience.

•

Both segments are heavily engaged in engineering design and product development. Both primarily source the majority of their products under strict design control and in-house
labor related to final production and assembly is a proportionately small value to the overall production process.

•

Both segments have similar gross margins (greater than 50%) and both segments have margins that are higher than the firearms segment, which is approximately 40%.

•

Both segments share similar customers and distribution processes utilizing firearms distributors and dealers, strategic retailers, and internet suppliers to provide products to end user customers.

•

Neither segment is in a highly regulated industry.

 With respect to our identification of
reporting units, we considered the guidance with ASC 350-20, which states that a reporting unit is an operating segment or one level below an operating segment, also known as a component, at which goodwill is
tested for impairment. Based on guidance and information provided by our businesses, we concluded that we have three reporting units, which currently represent our three segments, and we believe that goodwill is recoverable at the segment level.

 Based on the foregoing, in our most recent filing we modified our quarterly segment disclosure as follows (modifications appear in
italicized text):

 “We report our results of operations in two segments: (1) Firearms and (2) Outdoor Products &
Accessories, which we previously referred to as our accessories segment. Our two segments are defined based on the reporting and review process used by the chief operating decision maker, our Chief Executive Officer. The Firearms segment has been
determined to be a single operating

 2100 Roosevelt Avenue

 PO Box 2208

Springfield, MA 01102-2208

 segment and reporting segment based on our reliance on production metrics, such as gross margin per unit
produced, units produced per day, incoming orders per day, and revenue produced by trade channel, all of which are particular to the Firearms segment. The Outdoor Products & Accessories segment has been determined to be a two operating
segments that have been aggregated into a single reportable segment, which are evaluated, by a measurement of incoming orders per day, sales by customers, and gross margin by product line.

The Firearms segment includes our firearms and other components, which we manufacture at our facilities in Springfield, Massachusetts; Houlton,
Maine; and Deep River, Connecticut and our firearm products, which we develop, assemble, and market in our Springfield, Massachusetts facility. The Outdoor Products & Accessories segment includes our accessories products, which we develop,
source, market, and distribute at our facilities in Columbia, Missouri; Kingsport, Tennessee; and Jacksonville, Florida and our electro-optics products, which we develop, market, and assemble in our Wilsonville, Oregon facility. We report
operating costs based on the activities performed within each segment.”

 We hope that this resolves the questions as outlined in your memo. Should
you have any further questions, please do not hesitate to contact me.

Sincerely,

/s/ Jeffrey D. Buchanan

 Jeffrey D. Buchanan

 Executive Vice
President, Chief Financial Officer,

 Chief Administrative Officer, and Treasurer

Mail Stop 4631

February 17, 2017

Via E -mail
Mr. Jeffrey D. Buchanan
Chief Financial Officer
American Outdoor Brands Corporation
2100 Roosevelt Avenue
Springfield, Massachusetts 01104

Re: American Outdoor Brands Corporation
 Form 10-K for the Year Ended April 30, 2016
Filed June 16, 2016
Form 10 -Q for the Period Ended October 31 , 2016
Filed December 1, 2016
File No. 1-31552

Dear Mr. Buchanan :

We have limited our review of your filing to the financial statements and related
disclosures and 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After r eviewing your response to these  comments, we may have  additional comments.

Form 10 -Q for the Period Ended October 31, 2016

Note 11.  Segment Information, page 19

1. Your disclosures on page 42 of your Form 10 -K for the year ended April 30, 2016
indica te that you determined you had two  operatin g segments and correspondingly two
reporting units at April 30, 2016.  Your Form 8 -K filed December 1, 2016 indicates that
as of January 1, 2017 you now have four operating divisions, which appear to be
firearms, man ufacturing services, accessori es, and electro -optics .  Please disclose the
impact of these recent organizational changes on your determination of operating
segments and reportable segments pursuant to ASC 280 as well as the impact on your
determination of reporting units for purposes of goodwill impairment testing pursuant to

Mr. Jeffrey D. Buchanan
American Outdoor Brands Corporation
February 17, 2017
Page 2

 ASC 350 -20.  Please also ensure that you provide the disclosures required by  ASC  280-
10-50-21, including if you aggregated operating segments in determining your reportable
segments.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

If you have any questions regarding these comments, please direct them to Nudrat Salik ,
Staff Accountant, at (202) 551 -3692 or, in her absence, Jeanne Baker, Assistant Chief
Accountant, at (202) 551 -3691 .

Sincerely,

       /s/ Terence O ’Brien

Terence O’Brie n
       Accounting Branch Chief
Office of Manufacturing and Construction

Mail Stop 4631

April 12 , 2016

Via E -mail
Mr. Jeffrey D. Buchanan
Chief Financial Officer
Smith & Wesson Holding Corporation
2100 Roosevelt Avenue
Springfield, Massachusetts  01104

RE: Smith & Wesson Holding Corporation
Form 10 -K for the Year E nded April 30 , 2015
Filed June 22 , 2015
File No. 1 -31552

Dear Mr. Buchanan :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

       Sincerely,

       /s/ Terence O ’Brien

Terence O’Brien
       Accounting Branch Chief
Office of Manufacturing and Construction

CORRESP
1
filename1.htm

CORRESP

 Jeffrey D Buchanan

Executive Vice President, Chief Financial Officer, and Treasurer

jbuchanan@smith-wesson.com

 March 30, 2016

 VIA EDGAR

 Terence O’Brien

Accounting Branch Chief

 Office of Manufacturing and Construction

 Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, NE

 Washington, DC 20549

Re:
Smith & Wesson Holding Corporation

Form 10-K for Fiscal Year Ended April 30, 2015

Filed June 22, 2015

Form 10-Q for Fiscal Quarter Ended October 31, 2015

Filed December 8, 2015

Filed No. 1-31552

 Dear Mr. O’Brien,

The following is in response to your letter dated March 16, 2016 (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-Q for the Period Ended January 31, 2016

Note 10. Commitments and Contingencies, page 17

1.
Comment: We note your response to comment 2 of our letter dated February 24, 2016. We note that while you have considerable experience in assessing product liability cases and claims since they
are a routine aspect of your business, such assessment is subject to the normal difficulties encountered in assessing litigation. Because of these normal difficulties, it appears that disclosures related to the number of product liability cases and
claims would provide better insight in regard to your current exposure to these matters as well as trends related to these matters. This information can be couched with your belief that the number of cases and claims has not had a historical
correlation to merit or exposure.

 Company Response: As requested, although we continue to believe that there is
little correlation between the number of product liability cases and claims that are outstanding in any given period to the amount of exposure that the company is subject to related to those cases and claims, in our future Form 10-K and Form 10-Q
filings, we propose to modify our disclosure regarding our product liability cases and claims by revising the beginning of the Commitments and Contingencies footnote, as follows:

“We are a defendant in XX product liability cases and are aware of approximately XX other product liability claims, which primarily
allege defective product design, defective manufacturing, or failure to provide adequate warnings. We do not believe that the number of product liability cases and claims in and of themselves has had any historical correlation to merit or exposure
with respect to those cases and claims.”

 Management Discussion and Analysis

Results of Operations, page 22

2.
Comment: We note your response to comment 1 of our letter dated February 24, 2016. We remind you that Item 303(a)(3)(ii) of Regulation S-X requires discussion of any known trends or
uncertainties that you reasonably expect will have a material favorable or unfavorable impact on sales or income from continuing operations. In addition, Instruction 3 to Item 303(a) of Regulation S-X states that your discussion and analysis
shall focus specifically on material events and uncertainties known to management that would cause reported financial information not to be necessarily indicative of future operating results or of future financial condition. We note that there are
multiple factors that can affect your future revenue and income. However, we continue to believe that any factors that are known and could materially impact your future revenue or income should be disclosed. We note that during your earnings call
held for the quarter ended January 31, 2016, you discussed the amount of units held at the end of the quarter by your distributors. In this regard, we continue to believe that you should address the expected impacted [sic] of inventory
levels held by distributors and retailers at the end of a period in your discussion if the levels indicate that there could be a material impact to future revenues or income from continuing operations.

Company Response: You have asked that we address in our filings any expected material future impact of distributor and retailer
inventory levels at the end of a period. First, with respect to the end of our third quarter ended January 31, 2016, as you note, we discussed in our earnings call that our distributor inventory decreased by over 32,000 units to 92,000 units as
of the end of our third quarter. Specifically, the drop in inventory was cited as an indication of past robust demand for our products and of potential market share gains during the third quarter that were mentioned on the call. As such, this
discussion was an explanation of distributor activity during the third quarter and was not meant as an indication of future revenue or income. At the end of the third quarter the level of distributor inventory may appear to be relatively low in
comparison to other recent quarters. However, as Smith & Wesson is currently operating at near capacity with more backlog than we are able to produce in a given quarter, we do not believe that the decrease in the level of distributor
inventory during the third quarter is reasonably likely to have a material impact on revenues or income from continuing operations in later periods.

 With respect to changes in inventory levels at distribution during future periods, as
explained in our March 8, 2016 response letter, inventory levels at distribution are only one of a multitude of factors that can affect our future revenue and income. The firearm industry is highly seasonal, cyclical, and subject to many
factors that can rapidly change the amount of revenue recognized in future periods (such as news events, political events, and consumer tastes). And, over the past several years, these factors have had far more impact on our future revenue and
income than inventory levels at distribution at the end of a prior period. In addition, as noted above, we are currently operating at near capacity with more backlog than we are able to produce in a given quarter. If, in the future, however, there
becomes a scenario where we feel that inventory levels at distribution will have a material impact on a future period, we will disclose that expectation in our filings.

3.
Item 303(a)(3)(ii) of Regulation S-X also requests disclosures when events are known that will cause a material change in relationship between costs and revenues. As discussed in your earnings call held for the
quarter ended January 31, 2016 as well in your Form 10-Q for the period ended January 31, 2016, the recent increase in consumer demand has led to increased outsourcing of the production of certain components of your firearms. Please
address the impact of the increased outsourcing on your cost of sales and gross profit, if material.

 Company Response:
We currently manufacture and sell hundreds of different SKUs, most of which have some component of outsourced production, even during periods of lower demand. As we note in our public filings, during times of increased consumer demand, we
often increase outsourcing of certain component parts to increase our ability to sell more finished product. Although we believe that it is likely that it would generally be less expensive to manufacture components internally than to outsource, we
cannot quantify the overall impact to cost of sales and gross profit because we are generally at maximum capacity and to reduce outsourcing would require significant internal investments that we have not quantified. In addition, because the increase
in volume and the change in product mix associated with periods of increased consumer demand also have an impact on the cost of our products – usually improving our gross margin as a result of favorable manufacturing fixed cost absorption
– the actual impact of outsourcing on the relationship between costs and revenues (including the impact on absorption of overheads from the increased production volume) becomes nearly impossible to determine. Accordingly, the Company is not
aware of an event during its third quarter that is reasonably likely to cause a material change in the relationship between costs and revenues.

 With respect to our disclosure that outsourcing levels have increased, this information was
intended to demonstrate our ability to meet increased demand, not to suggest a change in our cost of sales or gross profits. As is the case with inventory levels at distribution, if, in the future, there becomes a scenario where we feel that the
level of outsourcing will have a material impact on the relationship between costs and revenues in a future period, we will disclose that change in relationship in our filings.

In connection with this response, we acknowledge that we are responsible for the adequacy and accuracy of the disclosure in our filings. Furthermore, we
acknowledge that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing. Finally, we acknowledge that we do 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.

 We hope that this resolves the questions
as outlined in your memo. Should you have any further questions, please do not hesitate to contact me.

Sincerely,

/s/ Jeffrey D. Buchanan

 Jeffrey D. Buchanan

 Executive Vice
President, Chief Financial Officer,

 Chief Administrative Officer, and Treasurer

Mail Stop 4631

March 16 , 2016

Via E -mail
Mr. Jeffrey D. Buchanan
Chief Financial Officer
Smith & Wesson Holding Corporation
2100 Roosevelt Avenue
Springfield, Massachusetts  01104

RE: Smith & Wesson Holding Corporation
Form 10 -K for the Year E nded April 30 , 2015
Filed June 22 , 2015
Form 10 -Q for the Period Ended January  31, 2016
Filed March 3, 2016
Response Letter dated March 8, 2016
File No. 1 -31552

Dear Mr. Buchanan :

We have reviewed your response letter dated March 8, 2016 and 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 these comments  within ten bu siness days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments , we may have  additional comments.

Form 10 -Q for the Period Ended January 31, 2016

Note 10.  Commitments and Contingencies, page 17

1. We note your response to comment 2 of our letter dated February 24, 2016.   We note that
while you have considerable experience in assessing product liability cases and claims
since they are a routine aspect of your business , such assessment is subject to the normal
difficulties encountered in assessing litigation.  Because of these normal difficulties,  it
appears that disclosures related to the number of product liability cases and claims would
provide better insight in regard  to your current exposure to these matters as well as trends
related to these matters.  This information can be couched with your be lief that th e
number of cases and claims has not had  a historical correlation to merit or exposure.

Mr. Jeffrey D. Buchanan
Smith & Wesson Holding Corporation
March 16 , 2016
Page 2

Management Discussion and Analysis

Results of Operations, page 22

2. We note your response to comment 1 of our letter dated February 24, 2016.   We remind
you that Item 303 (a)(3)(ii) of Regulation S -X requires a discussion of any known trends
or uncertainties that you reasonably expect will have a material favorable or unfavorable
impact on sales or income from continuing operations.  In addition, Instruction  3 to Item
303(a) of Regulation S -X states that your discussion and a nalysis shall focus specifically
on material events and uncertainties known to management that would cause reported
financial information not to be necessarily indicative of future operat ing results or of
future financial condition.  We note that there are multiple factors that can affect your
future revenue and income.  However, we continue to believe that any factors that are
known and could materially impact your future revenue or incom e should be disclosed.
We note that during your earnings call held for the quarter ended January 31, 2016 , you
discussed the amount of units held at the end of the quarter by your distributors.  In this
regard, we continue to believe that you should addres s the expected impacted of
inventory levels held by distributors and retailers at the end of a period in your discussion
if the levels indicate that there could be a material impact to future revenues or income
from continuing operations.

3. Item 303(a)(3) (ii) of Regulation S -X also requests disclosures when events are known
that will cause a material change in relationship between costs and revenues.  As
discussed in your earnings call held for the quarter ended January 31, 2016 as well in
your Form 10 -Q for the period ended January 31, 2016, the recent increase in consumer
demand has led to increased outsourcing of the production of certain components of your
firearms.  Please address the impact of the increased outsourcing on your cost of sales
and gross profit, if material.

You may contact Frank Pigott , Staff Attorney , at (202) 551 - 3570 or, in his  absence, Asia
Timmons -Pierce , Staff Attorney, at (202) 551 -3754 if you have any questions regarding legal
matters.  Please contact Nudrat Salik , Staff Accountant, at (202) 551 -3692 or, in her absence,
Jeanne Baker, Assistant Chief Accountant, at (202) 551 -3691  if you have questions regarding
comments on the financial statements and related matters .

       Sincerely,

       /s/ Terence O ’Brien

Terence O’Brien
       Accounting Branch Chief
Office of Manufacturing and Construction

CORRESP
1
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CORRESP

 2100 Roosevelt Avenue

 PO Box 2208

Springfield, MA 01102-2208

Jeffrey D. Buchanan

Executive Vice President

Chief Financial Officer &Treasurer

 March 8, 2016

 VIA
EDGAR

 Terence O’Brien

 Accounting Branch Chief

 Office of Manufacturing and Construction

 Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, NE

 Washington, DC 20549

             Re:

 Smith & Wesson Holding Corporation

 Form 10-K for Fiscal Year Ended April 30, 2015

 Filed June 22, 2015

 Form 10-Q for Fiscal Quarter Ended October 31, 2015

 Filed December 8, 2015

 Filed No. 1-31552

 Dear Mr. O’Brien,

 The
following is in response to your letter dated February 24, 2016 (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 Fiscal Year Ended April 30, 2015

Revenue Recognition, page F-12

1.
 Comment: We note the impact that excess distributor and retailer inventories had on your net sales for the year
ended April 30, 2015. We also note on page F-29 that you have distribution agreements with various third parties in the ordinary course of business. Please disclose whether your arrangements with distributors and retailers include the
right to return products. Please also disclose whether any concessions were

 2100 Roosevelt Avenue

 PO Box 2208

Springfield, MA 01102-2208

given to customers for large bulk purchases which may have led to these excess inventories. If return privileges or other concessions are provided, please address your consideration of
Question 1 of SAB Topic 13:A.4 in regards to being able to make a reasonable and reliable estimate of product returns. Please also discuss in MD&A the expected impact of excess inventories held by distributors and retailers at the end of a
period on future revenues or income from continuing operations. Refer to Item 303(a) (3)(ii) of Regulations S-K.

Company Response: We have distribution agreements with various third parties in the ordinary course of business. These agreements
do not entitle the third party to return products except for defects in workmanship (e.g. warranty).

 We do not provide consideration to
customers for large bulk purchases but, from time to time, we do offer discounts and other incentives to our customers, therefore we do not believe further disclosure is necessary.

With regard to Question 1 of SAB Topic 13:A.4, as it relates to return privileges related to warranty, we have accrued for estimated returns
due to defects in workmanship and have disclosed our accounting policy for accrued warranty, including a roll forward of the warranty reserve, and the financial statement ending date accrual amounts in Footnote 3 on pages F-14 and F-15 of our
April 30, 2015 Form 10-K.

 With regard to discussion in the MD&A regarding the expected impact of excess inventories held by
distributors and retailers at the end of a period on future revenues or income from continuing operations, we have not discussed in the MD&A the expected impact of excess distributor or retailer inventory at the end of a period on future revenue
or income because such inventory levels are only one of a multitude of factors that can affect our future revenue and income. The firearm industry is highly seasonal, cyclical, and subject to many factors that can rapidly change the amount of
revenue recognized in future periods (such as news events, political events, and consumer tastes). Over the last several years, these factors have had far more impact on our future revenue and income than have distributor and retailer inventories
and, therefore, we do not believe that it is possible to project the potential future impact of distributor and retailer inventories on our future revenue and income. We plan to continue our practice of disclosing when we believe distributor and
retailer inventory levels had an actual effect on revenue and income for a prior period.

 Based on the forgoing, in our future Form 10-K
filings, we propose to modify our disclosure regarding our customers’ rights of return by adding the following to Footnote 3, page F-12, Revenue Recognition:

“We have distribution agreements with various third parties in the ordinary course of business. These agreements do not entitle the third
parties to return products except for defects in workmanship (e.g.

 2100 Roosevelt Avenue

 PO Box 2208

Springfield, MA 01102-2208

warranty). Therefore, we maintain an accrual for warranty, as discussed below.”

 Form
10-Q for the Period Ended October 31, 2015

 Note 10. Commitments and Contingencies, page 17

2.
Comment: SAB Topic 5:Y states that product and environmental remediation liabilities are of such significance that detailed disclosures regarding the judgments and assumptions
underlying the recognition and measurement of the liabilities are necessary to inform readers fully regarding the range of reasonably possible outcomes that could have a material effect on your financial condition, results of operations, or
liquidity. In this regard, we note that you no longer disclose the number of product liability cases in which you are a defendant and the number of other product liability claims to which you have exposure. Please help us understand how you
determined that this information was no longer relevant to an understanding of your exposure to these matters.

Company Response: Product liability cases and claims are a routine aspect of our business, and we have considerable experience in
their assessment, subject to the normal difficulties encountered in assessing litigation. We determined that the number of cases and claims is not relevant to an understanding of our exposure to these matters, because the number of product liability
cases and claims in and of themselves does not have a historical correlation to merit or exposure with respect to those cases and claims. Since one case or claim could involve a greater potential contingency than many, we do not believe that the
number of cases and claims that are outstanding at any point in time contributes to the reader’s understanding of either the nature or the amount of the liability to which we may be exposed.

Operating Activities, page 29

3.
Comment: Given that changes in inventories appear to have significant impact on your net cash provided by operating activities during the six months ended October 31, 2015, as
well as the year ended April 30, 2015, please discuss the underlying reasons for material fluctuations in inventories as well as consider whether a discussion of financial measures such as days sales in inventory or inventory turnover would be
relevant to a reader of your financial statements. See Section IV.B of SEC Interpretive Release No. 33-8350.

Company Response: The principal reason that our inventory fluctuates is that our business is highly cyclical and seasonal. Most
of the fluctuations occur quarterly and may or may not be reflected in a year-to-date cash flow analysis. To the extent that fluctuations in inventory are significant to any given quarter, we typically disclose the reasons for and the impact of such
changes in the Highlights and Sales sections of the MD&A.

 2100 Roosevelt Avenue

 PO Box 2208

Springfield, MA 01102-2208

 Although we think our investors understand the cyclical nature of our business, in future
filings, if the change for the year-to-date fluctuation in inventory is material to cash provided by operating activities, we will disclose the reasons for and the impact of the change for each reporting period. By way of example, for future
filings, where applicable, we would propose the following disclosure:

 “The firearms industry is very seasonal in nature with the
lowest sales occurring during our first and second quarters. During this slower sales period, we typically level load our factory and build inventory in order to meet customer demand during our third and fourth quarters, which include the fall
hunting season, the holiday shopping period in November and December, and the distributor show season in January and February. As such, and in preparation for those anticipated events, inventory for the six [or nine or twelve] months ended [period
ending date] increased [or decreased] $XX million.”

 Since the change is entirely related to cyclicality, we do not believe that days
sale in inventory or inventory turnover are relevant.

 In connection with this response, we acknowledge that we are responsible for the adequacy and
accuracy of the disclosure in our filings. Furthermore, we acknowledge that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing. Finally, we
acknowledge that we do 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.

We hope that this resolves the questions as outlined in your memo. Should you have any further questions, please do not hesitate to contact me.

Sincerely,

 /s/ Jeffrey D. Buchanan

Jeffrey D. Buchanan

Executive Vice President, Chief Financial Officer,

Chief Administrative Officer, and Treasurer

Mail Stop 4631
February 24 , 2016
Via E -mail
Mr. Jeffrey D. Buchanan
Chief Financial Officer
Smith & Wesson Holding Corporation
2100 Roosevelt Avenue
Springfield, Massachusetts  01104

RE: Smith & Wesson Holding Corporation
Form 10 -K for the Year E nded April 30 , 2015
Filed June 22 , 2015
Form 10 -Q for the Period Ended October 31 , 2015
Filed December 8 , 2015
File No. 1 -31552

Dear Mr. Buchanan :

We have reviewed your filing s and have the following comment s.  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 providing the requested
information, or by adv ising us when you will provide the requested response.  If you do not
believe our comment  appli es to your facts and circumstances, please tell us why in your
response.

After reviewing the information yo u provide in response to these  comment s, we may
have  additional comments.

Form 10 -K for the Year Ended April 30, 2015

Revenue Recognition, page F -12

1. We note the impact that excess distributor and retailer inventories had on your net sales
for the year ended Apri l 30, 2015.  We also note on page F -29 that you  have distribution
agreements with various third parties in the ordinary course of business.  Pleas e disclose
whether yo ur arrangements with distributors and retailers include the right to return
products.  Please also disclose whether any concessions were given to customers for large
bulk purchases which may have  led to these excess inventories.  If return privileges or
other concessions are provided, please address yo ur consid eration of Question  1 of SAB
Topic 13:A.4 in regards to being able to make  a reasonable and reliable estimate of
product returns.  P lease also discuss  in MD&A  the expected impact of excess inventories

Mr. Jeffrey D. Buchanan
Smith & Wesson Holding Corporation
February 24 , 2016
Page 2

 held by distributors and retailers at the end of a peri od on future revenues or income from
continuing operations .  Refer to Item 303(a) (3)(ii) of Regulation S -K.

Form 10 -Q for the Period Ended October 31, 2015

Note 10.  Commitments and Contingencies, page 17

2. SAB T opic 5:Y states that product and environme ntal remediation liabilities are of such
significance that detailed disclosures regarding the judgments and assumptions
underlying the recognition and measurement of the liabilities are necessary to inform
readers fully regarding the range of reasonably po ssible outcomes that could have a
material effect on your financial condition, results of operations, or liquidity.  In this
regard, we note that you no longer disclose the number of product liability cases in which
you are a defendant and the number of ot her product liability claims to which you have
exposure.  Please help us understand how you determined that this information was no
longer relevant to an understanding of your exposure to these matters.

Operating Activities, page 29

3. Given that change s in inventories appear  to have a significant impact on your net cash
provided by operating activities during the six months ended October 31, 2015 , as well as
the year ended April 30, 2015,  please discuss the underlying reasons for material
fluctuations in inventories as well as consider whether a discussion of financial measures
such as days sales in inventory or inventory turnover would be relevant to a reader of
your financial statements.   See Section IV.B of the SEC Interpretive Release No. 33 -
8350.

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 A ct 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 comment s, please provide 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 Commission 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 Uni ted States.

Mr. Jeffrey D. Buchanan
Smith & Wesson Holding Corporation
February 24 , 2016
Page 3

You may contact Frank Pigott , Staff Attorney , at (202) 551 - 3570 or, in his  absence, Asia
Timmons -Pierce , Staff Attorney, at (202) 551 -3754 if you have any questions regarding legal
matters.  Please contact Nudrat Salik , Staff Accountant, at ( 202) 551 -3692 or, in her absence,
Jeanne Baker, Assistant Chief Accountant, at (202) 551 -3691  if you have questions regarding
comments on the financial statements and related matters .

       Sincerely,

       /s/ Terence O ’Brien

Terence O’Brien
       Accounting Bra nch Chief
Office of Manufacturing and Construction

March 4, 2014

Via E -mail
Jeffrey D. Buchanan
Chief Financial Officer
Smith & Wesson Holding Corporation
2100 Roosevelt Avenue
Springfield, Massachusetts 01102 -2208

Re: Smith & Wesson Holding Corporation
 Form 10 -K for Fiscal Year Ended April 30, 2013
Filed June 25, 2013
File No. 1-31552

Dear Mr. Buchanan:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments  do not foreclose the Commission from taking
any action with respect to the company or 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 th e United States.  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 rules require.

Sincerely,

 /s/ Melissa N. Rocha

Melissa N. Rocha
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correpondence

2100 Roosevelt Avenue
 PO Box 2208

Springfield, MA 01102-2208

Jeffrey D. Buchanan

 Executive Vice President

Chief Financial Officer & Treasurer

 February 27, 2014

VIA EDGAR

 Melissa N. Rocha

Senior Assistant Chief Accountant

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549

Re:
Smith & Wesson Holding Corporation

 Form 10-K for Fiscal Year Ended
April 30, 2013

 Filed June 25, 2013

Form 8-K Filed June 25, 2013

Form 10-Q for Fiscal Quarter Ended October 31, 2013

Filed December 10, 2013

Filed No. 1-31552

 Dear
Ms. Rocha,

 The following is in response to your letter dated February 26, 2014 (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 Fiscal Year Ended April 30, 2013

19. Commitments and Contingencies, page F-34

Litigation, page F-34

1.
Comment: We note your response to comment 1 in our letter dated February 12, 2014. The concern raised in our prior comment relates to the completeness of your disclosures for loss contingencies
in which it is reasonably possible a material loss in excess of accrual has been incurred. In the draft disclosure you provided in your letter dated February 4, 2014, you state that you are unable to estimate the range of reasonably possible
losses. However, it does not appear that you have provided disclosure of the nature of the claims that you are unable to estimate the range of reasonably possible losses in excess of accrual. Please advise and revise your draft disclosures
accordingly. Please refer to ASC 450-20-50-3 – 50-5 for guidance.

 Company Response: We believe that the
nature of the claims for which we are unable to estimate the range of reasonably possible losses has been disclosed in the paragraphs preceding our conclusion.

Item 4. Controls and Procedures, page 26

2.
Comment: We note the revised disclosure you intend to include in your next Form 10-Q which qualifies the implementation of the new ERP system as a change in your internal control over financial
reporting. As previously requested, please revise your draft disclosure to clearly state, if correct, that there were changes in your internal control over financial reporting that occurred during the second quarter of fiscal year 2014 that
have materially affected, or are reasonably likely to materially affect, your internal control over financial reporting.

Company Response: As requested, in order to be clearer regarding the change in internal controls over financial reporting, we
have modified our proposed Controls and Procedures disclosure for our next quarter ended, January 31, 2014 as follows:

 “There
was no change in our internal control over financial reporting during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
However, during the second quarter of fiscal 2014, we had a change in our internal control over financial reporting that occurred as a result of our implementation of a new ERP system that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting. During the second quarter of fiscal year 2014, our new ERP system replaced our legacy system in which a significant portion of our business transactions originate, are processed and
recorded. Our new ERP system is intended to provide us with enhanced transactional processing and management tools compared to our legacy system and is intended to enhance internal controls over financial reporting. We believe our new ERP system
will facilitate better transactional reporting and oversight, enhance our internal control over financial reporting, and function as an important component of our disclosure controls and procedures.”

 In connection with this response, we acknowledge that we are responsible for the adequacy and
accuracy of the disclosure in our filings. Furthermore, we acknowledge that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing. Finally, we
acknowledge that we do 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.

We hope that this resolves the questions as outlined in your memo. Should you have any further questions, please do not hesitate to contact
me.

Sincerely,

/s/ Jeffrey D. Buchanan

 Jeffrey D. Buchanan

Executive Vice President, Chief Financial Officer, and

Treasurer

February 26 , 2014

Via E -mail
Jeffrey D. Buchanan
Chief Financial Officer
Smith & Wesson Holding Corporation
2100 Roosevelt Avenue
Springfield, Massachusetts 01102 -2208

Re: Smith & Wesson Holding Corporation
 Form 10 -K for Fiscal Year Ended April 30, 2013
Filed June 25, 2013
Form 10 -Q for Fiscal Quarter Ended October 31, 2013
Filed December 10, 2013
Response dated February 21 , 2014
File No. 1-31552

Dear Mr. Buchanan :

We have reviewed your response letter dated February 21 , 2014, and have the following
additional 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 w ithin ten business days 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 circumstances, please tell us why in your response.

After reviewin g the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for Fiscal Year Ended April 30, 2013

19. Commitments and Contingencies, page F -34
Litigation, page F -34

1. We note your response to comment  1 in our letter dated February 12, 2014.  The concern
raised in our prior comment relates to the completeness of your disclosures for loss
contingencies in which it is reasonably possible a material loss in excess of accrual has been
incurred.  In the dra ft disclosure you provided in your letter dated February 4, 2014, you state
that you are unable to estimate the range of reasonably possible losses.  However, it does not
appear that you have provided disclosure of the nature of the claims that you are una ble to
estimate the range of reasonably possible losses in excess of accrual.  Please advise and
revise your draft disclosures accordingly.  Please refer to ASC 450-20-50-3 – 50-5 for
guidance.

Mr. Buchanan
Smith & Wesson Holding Corporation
February 26 , 2014
Page 2

Form 10 -Q for Fiscal Quarter Ended October 31, 2013

Item 4. Controls and Procedures, page 26

2. We note the revised disclosure you intend to include in your next Form 10 -Q which qualifies
the implementation of the new ERP system as a change in your internal control over financial
reporting.  As previously requested, please revise your draft disclosur e to clearly state, if
correct, that there were  changes in your internal control over financial reporting that occurred
during the second quarter of fiscal year 2014 that have materially affected, or are reasonably
likely to materially affect, your interna l control over financial reporting.

You may contact Tracey Smith , Staff Accountant, at (202) 551 -3736, or in her absence,
me at (202) 551 -3854 , if you have questions regarding comments on the financial statements and
related matters.

Sincerely,

 /s/ Melissa N. Rocha

Melissa N. Rocha
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

CORRESP

 Jeffrey D. Buchanan

 Executive Vice
President

 Chief Financial Officer & Treasurer

 February 21, 2014

VIA EDGAR

 Melissa N. Rocha

Senior Assistant Chief Accountant

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549

Re:

Smith & Wesson Holding Corporation

Form 10-K for Fiscal Year Ended April 30, 2013

Filed June 25, 2013

Form 8-K Filed June 25, 2013

Form 10-Q for Fiscal Quarter Ended October 31, 2013

Filed December 10, 2013

Filed No. 1-31552

 Dear Ms. Rocha,

The following is in response to your letter dated January 16, 2014 (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 Fiscal Year Ended April 30, 2013

19. Commitments and Contingencies, page F-34

Litigation, page F-34

1.
Comment: We note your response to comment 4 in our letter dated January 16, 2014. It remains unclear whether management believes there are claims where it is reasonably possible a material loss in
excess of accrual has been incurred. You state that you are unable to estimate the range of reasonably possible losses but it is unclear if you have provided disclosure of the nature of the claims that you are unable to estimate the range of
reasonably possible losses in excess of accrual. Please advise and revise your draft disclosures accordingly.

Company Response: This will confirm that, should we determine that a loss (or an additional loss in excess of our accrual) was
at least reasonably possible and material, we would then disclose an estimate of the possible loss or range of loss, if such estimate could be made or disclose that an estimate could not be made.

Item 4. Controls and Procedures, page 26

2.
Comment: We note the disclosure you intend to include in your next Form 10-Q regarding the implementation of the new ERP system and the impact on your internal control over financial reporting. Please
revise your draft disclosure to clearly state, if correct, that there were changes in your internal control over financial reporting that occurred during the second quarter of fiscal year 2014 that have materially affected, or are reasonably likely
to materially affect, your internal control over financial reporting.

 Company Response: As requested,
in order to be clearer regarding the change in internal controls over financial reporting, we have modified our proposed Controls and Procedures disclosure for our next quarter ended, January 31, 2014 as follows:

“Except for the implementation of an ERP system, there was no change in our internal control over financial reporting that occurred during
our second quarter of fiscal year 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. During the second quarter of fiscal year 2014, our new ERP system replaced our legacy
system in which a significant portion of our business transactions originate, are processed and recorded. Our new ERP system is intended to provide us with enhanced transactional processing and management tools compared to our legacy system and is
intended to enhance internal controls over financial reporting. We believe our new ERP system will facilitate better transactional reporting and oversight, enhance our internal control over financial reporting, and function as an important component
of our disclosure controls and procedures. There was no change in our internal control over financial reporting during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.”

 In connection with this response, we acknowledge that we are responsible for the adequacy and
accuracy of the disclosure in our filings. Furthermore, we acknowledge that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing. Finally, we
acknowledge that we do 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.

We hope that this resolves the questions as outlined in your memo. Should you have any further questions, please do not hesitate to contact
me.

 Sincerely,

 /s/ Jeffrey D. Buchanan

Jeffrey D. Buchanan

 Executive Vice President, Chief Financial
Officer, and

 Treasurer

February 12 , 2014

Via E -mail
Jeffrey D. Buchanan
Chief Financial Officer
Smith & Wesson Holding Corporation
2100 Roosevelt Avenue
Springfield, Massachusetts 01102 -2208

Re: Smith & Wesson Holding Corporation
 Form 10 -K for Fiscal Year Ended April 30, 2013
Filed June 25, 2013
Form 8 -K Filed June 25, 2013
Form 10 -Q for Fiscal Quarter Ended October 31, 2013
Filed December 10, 2013
Response dated February 4, 2014
File No. 1-31552

Dear Mr. Buchanan :

We have reviewed your response letter dated February 4, 2014, and have the following
additional 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 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 circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for Fiscal Year Ended April 30, 2013

19. Commitments and Contingencies, page F -34
Litigation, page F -34

1. We note your respo nse to comment 4 in our letter dated January 16, 2014.  It remains unclear
whether management believes there are claims where it is reasonably possible a material loss
in excess of accrual has been incurred.  You state that you are unable to estimate the r ange of
reasonably possible losses but it is unclear if you have provided disclosure of the nature of
the claims that you are unable to estimate the range of reasonably possible losses in excess of
accrual.  Please advise and revise your draft disclosures accordingly.

Mr. Buchanan
Smith & Wesson Holding Corporation
February 12, 2014
Page 2

 Form 10 -Q for Fiscal Quarter Ended October 31, 2013

Item 4. Controls and Procedures, page 26

2. We note the disclosure you intend to include in your next Form 10 -Q regarding the
implementation of the new ERP system and the impact on your internal control over financial
reporting.  Please revise your draft disclosure to clearly state, if correct, that  there were
changes in your internal control over financial reporting that occurred during the second
quarter of fiscal year 2014 that have materially affected, or are reasonably likely to materially
affect, your internal control over financial reporting.

You may contact Tracey Smith , Staff Accountant, at (202) 551 -3736, or in her absence,
me at (202) 551 -3854 , if you have questions regarding comments on the financial statements and
related matters.

Sincerely,

 /s/ Melissa N. Rocha

Melissa N. Rocha
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

CORRESP

 February 4, 2014

VIA EDGAR

 Melissa N. Rocha

Senior Assistant Chief Accountant

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549

Re:
Smith & Wesson Holding Corporation

 Form 10-K for Fiscal Year Ended
April 30, 2013

 Filed June 25, 2013

Form 8-K Filed June 25, 2013

Form 10-Q for Fiscal Quarter Ended October 31, 2013

Filed December 10, 2013

Filed No. 1-31552

 Dear
Ms. Rocha,

 The following is in response to your letter dated January 16, 2014 (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 Fiscal Year Ended April 30, 2013

Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations, page 33

 Results of Operations, page 34

1.
Comment: Please confirm to us that in future filings you will quantify the extent to which increases/decreases in volumes sold, increases/decreases in pricing, and new products contributed to the increase
or decrease in net sales. Please refer to Items 303(a)(3)(iii), and 303(a)(3)(iv) of Regulation S-K and Section 501.12.b.3 of the Financial Reporting Codification for Guidance.

Company Response: In future filings, we will quantify, if material, the extent to which increases/decreases in volumes sold,
increases/decreases in pricing, and new products contributed to the increase or decrease in net sales.

2.
Comment: We note your discussion of key performance indicators on page 34 where you state that you “evaluate various firearm products by such measurements as gross margin per unit produced, units
produced per day and incoming orders per day.” Tell us why you have not included discussion of these metrics in your MD&A.

Company Response: We have not included a discussion of these metrics in our MD&A because we believe that many metrics
utilized by management reflect daily results that would not be useful, and may be misleading, if aggregated and reported on a quarterly basis. As an example, incoming orders per day, if aggregated, may be misleading because such orders can be
cancelled at any time and may also cover extended periods of time, as is the case where a large customer places orders for a year’s worth of deliveries at a single point in time. In addition, we believe that disclosure of information such as
production capacity and product line profitability could put the Company at a competitive disadvantage.

 2. Significant Accounting Policies, page F-8

 Segment Information, page F-10

3.
Comment: In future filings, please expand your disclosure regarding your reportable segment to clarify for investors how your CODM is managing the business (i.e., based on products and services, geographic
areas, distribution channels, et cetera). Please refer to ASC 280-10-50-21.a. for guidance. Please provide us with the disclosure you intend to provide in your next Form 10-K. Please also confirm to us, if correct, that you are not aggregating two
or more operating segments into one reportable segment.

 Company Response: Our CODM manages the business based on gross margin per unit
produced, units produced per day, incoming orders per day, and revenue produced by trade channel. All metrics used by the CODM relate to one operating segment within one reportable segment. We are not aggregating two or more operating segments into
one reportable segment.

 Pursuant to your request, we propose to revise the “Segment Information” section in future
filings as follows:

 “Segment Information — We have historically reported certain financial information under two
segments: firearms and security solutions. As a result of our divestiture of SWSS, the results of the operations comprising the security solutions segment are now being reported as discontinued operations for all periods presented. See Note 3
— Discontinued Operations for additional information.” The firearm segment has been determined to be a single operating segment and reporting segment based on management’s reliance on production metrics such as gross margin per
unit produced, units produced per day, incoming orders per day, and revenue produced by trade channel, all of which are particular to the firearm segment.”

19. Commitments and Contingencies, page F-34

Litigation, page F-34

4.
Comment: Regarding known claims and product liability, we note your statements that “it is uncertain whether the outcome of these claims will have a material adverse effect on [y]our financial
position, results of operations, or cash flows.” We further note your additional statement, “[w]e do not anticipate material adverse judgments.” Finally, we note your disclosure on page 45 that the estimated range of the reasonably
possible losses for product liabilities is zero. There is a concern that your investors may not understand management’s conclusions regarding your known claims, as these two statements appear to be contradictory. Please note that ASC 450-20
does not require management to make judgments about loss contingencies with precision or confidence but rather with reasonable estimation about the materiality of the outcome to the consolidated financial statements. Please revise your disclosures
in future filings to ensure that the statements made are consistent. Please provide us with the disclosures you would have included in your fiscal year 2013 Form 10-K in response to this comment. Please also confirm to us that you have provided a
description of the nature of all loss contingencies that are probable and/or reasonably possible of materially impacting your consolidated financial statements.

 Company Response: Based on your comments, we propose to make the following
changes to our disclosures in future filings:

 On page 45, we propose to adjust the final sentence to read, “As of [the financial
statement reporting period], we have accrued for and disclosed all losses that we believe are both probable and reasonably estimable.”

On page F-35, we propose to adjust the fourth paragraph to read, “We monitor the status of known claims and the related product liability
accrual, which includes amounts for defense costs for asserted and unasserted claims. After consultation with litigation counsel and the review of the merit of each claim, we have concluded that we are unable to reasonably estimate the probability
or the estimated range of reasonably possible losses related to material adverse judgments related to such claims and, therefore have not accrued for any such judgments. In addition, in the future, should we determine that a loss (or an additional
loss in excess of our accrual) was at least reasonably possible and material, we would then disclose an estimate of the possible loss or range of loss, if such estimate could be made or disclose that an estimate could not be made. We believe that we
have provided for adequate reserves for defense costs and intend to vigorously defend ourselves.”

 Form 8-K Filed June 25, 2013

5.
Comment: We note that you present a full statement of income to reconcile GAAP net income to Adjusted EBITDAS. We believe that the presentation of a full non-GAAP income statement attaches undue prominence
to the non-GAAP information, results in the creation of many additional non-GAAP measures (e.g. non-GAAP cost of goods sold, interest income and selling, general and administrative expense, et cetera) and may give the impression that the non-GAAP
income statement represents a comprehensive basis of accounting. Please confirm to us that you will no longer present these tables in future Item 2.02 Form 8-K submissions or elsewhere and will provide a reconciliation that begins with GAAP net
income and ends with Adjusted EBITDAS and includes all of the individual items removed from your GAAP measure to arrive at your non-GAAP measure. Please see Question 102.10 of our Compliance & Disclosure Interpretations for Non-GAAP
Financial Measures. Please also see Instruction 2 to Item 2.02 of Form 8-K which indicates that the provisions of Item 10(e)(1)(i) apply to these public disclosures.

Company Response: As requested, we will remove the aforementioned non-GAAP income statement and propose to include the following
reconciliation in its place:

 SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

RECONCILIATION OF GAAP INCOME FROM OPERATIONS TO ADJUSTED EBITDAS (Unaudited)

For the Three Months Ended April 30, 2013:

For the Three Months Ended April 30, 2012:

Continuing

Discontinued

Total

Continuing

Discontinued

Total

 Income from operations

$
28,631

$
(3,465
)

$
25,166

$
17,817

$
(5,349
)

$
12,468

 Interest expense

1,210

—

1,210

1,138

301

1,439

 Income tax expense

17,090

3,010

20,100

6,735

(2,290
)

4,445

 Depreciation and amortization

4,584

—

4,584

4,064

290

4,354

 Stock compensation expense

987

—

987

665

22

687

 Loss on sale of discontinued operations

—

—

—

—

5,447

5,447

 Restructuring Costs

—

—

—

50

—

50

 DOJ/SEC costs

231

—

231

694

—

694

 EBITDAS

$
52,733

$
(455
)

$
52,278

$
31,163

$
(1,579
)

$
29,584

 SMITH & WESSON HOLDING CORPORATION AND SUBSIDIARIES

RECONCILIATION OF GAAP INCOME FROM OPERATIONS TO ADJUSTED EBITDAS (Unaudited)

For the Year Ended April 30, 2013:

For the Year Ended April 30, 2012:

Continuing

Discontinued

Total

Continuing

Discontinued

Total

 Income from operations

$
81,406

$
(2,693
)

$
78,713

$
26,433

$
(10,328
)

$
16,105

 Interest expense

5,173

609

5,782

6,139

1,345

7,484

 Income tax expense

46,500

(912
)

45,588

12,582

(5,617
)

6,965

 Depreciation and amortization

16,049

—

16,049

14,083

1,243

15,326

 Stock compensation expense

4,096

(23
)

4,073

2,198

286

2,484

 Loss on sale of discontinued operations

—

1,222

1,222

—

5,447

5,447

 Restructuring Costs

—

—

—

2,708

—

2,708

 DOJ/SEC costs

997

—

997

3,407

—

3,407

 Severance costs

—

—

—

840

—

840

 EBITDAS

$
154,221

$
(1,797
)

$
152,424

$
68,390

$
(7,624
)

$
60,766

6.
Comment: We note that you present free cash flow as a measure of your operating performance. Given that “free cash flow” is widely understood to be a liquidity measure, there is a concern that
investors may not fully understand your basis for characterizing this non-GAAP measure as a performance measure. Also, the use of the words “cash flow” in the measure’s title is confusingly similar to the GAAP financial measures
included in the Statements of Cash Flows. Further, we note your definition of this measure as starting with GAAP cash flow provided by operating activities. If you maintain that free cash flow is not a liquidity measure, then please prospectively
change the title of this measure to delete the words “cash flow”. Alternatively, if you conclude that this measure is useful as a liquidity measure, then the presentation should be revised to include the GAAP operating, investing and
financing cash flow amounts with equal or greater prominence. Please refer to the guidance Questions 102.05-.07 of our Compliance & Disclosure Interpretations for Non-GAAP Financial Measures.

Company Response: We believe that “free cash flow” is a liquidity measure and will ensure that future presentations
will be adjusted to provide equal or greater prominence to the GAAP operating and investing cash flow amounts from which this measure is derived.

7.
Comment: In future filings please include a reconciliation of free cash flows from the most comparable GAAP financial measure in accordance with Item 10(e)(1)(i)(b) of Regulation S-K.

 Company Response: In future filings, we will include a reconciliation of free
cash flows from the most comparable GAAP financial measure.

 Form 10-Q for Fiscal Quarter Ended October 31, 2013

(13) Commitments and Contingencies, page 14

Litigation, page 14

8.
Comment: We note that you reached a preliminary settlement for one of your purported stockholder derivative lawsuits. However, you did not provide investors with any indication as to whether the preliminary
settlement will result in a material impact to your consolidated financial statements. Please confirm that you will provide investors with expanded disclosure in your next periodic report. Please provide us with the expanded disclosure that you
intend to provide.

 Company Response: We will adjust our disclosure in future periodic reports as follows:

“We are involved in two purported stockholder derivative lawsuits. These actions were brought by putative plaintiffs on behalf of our
company against certain of our officers, directors, and employees. The lawsuits are based principally on a theory of breach of fiduciary duties. The putative plaintiffs seek damages on behalf of our company from the individual defendants. Damages
sought in each case include equitable and/or injunctive relief, actions to improve corporate governance, and recovery of attorneys’ fees, and in one case also include declaratory relief and the rescission of certain option awards. We believe
that the allegations asserted in the above lawsuits are unfounded. A stipulation of settlement, however, in one of our cases has been submitted and has been preliminarily approved by the court. Settlement costs related to this case as provided in
the stipulation of settlement are not expected to have a material impact on our financial statements and have been fully reserved up to our self-insured retention, with any remaining value expected to be covered by insurance.”

Item 4. Controls and Procedures, page 26

9.
Comment: We note that your new ERP system went live during the second quarter of fiscal year 2014. We further note your disclosure that there were no changes in your internal control over financial
reporting during the quarter. It is unclear how you were able to arrive at this conclusion with a new ERP system. Please advise.

Company Response: In order to enhance our disclosure related to the effect of our new ERP system on our internal control
structure, we propose to include the following in our Controls and Procedures disclosure for our next quarter ended, January 31, 2014:

 “Except for the implementation of an ERP system on August 5, 2013, there was no
change in our internal control over financial reporting which occurred during the period covered by the this Quarterly Report on Form 10-Q which has materially affected, or is reasonably likely to materially affect, our internal control over
financial reporting. With the “go-live” on August 5, 2013, our new ERP system replaced our legacy system in which a significant portion of our business transactions originate, are processed and recorded. Our new ERP system is intended
to provide us with enhanced transactional processing and management tools compared to our legacy system and is intended to enhance internal controls over financial reporting. We believe our new ERP system will facilitate better transactional
reporting and oversight, enhance our internal control over financial reporting, and function as an important component of our disclosure controls and procedures.”

In connection with this response, we acknowledge that we are responsible for the adequacy and accuracy of the disclosure in our filings.
Furthermore, we acknowledge that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing. Finally, we acknowledge that we do not assert staff comments as
a defense in any proceeding initiated by the Commiss

January 16, 2014

Via E -mail
Jeffrey D. Buchanan
Chief Financial Officer
Smith & Wesson Holding Corporation
2100 Roosevelt Avenue
Springfield, Massachusetts 01102 -2208

Re: Smith & Wesson Holding Corporation
 Form 10 -K for Fiscal Year Ended April 30, 2013
Filed June 25, 2013
Form 8 -K Filed June 25, 2013
Form 10 -Q for Fiscal Quarter Ended October 31, 2013
Filed December 10, 2013
File No. 1-31552

Dear Mr. Buchanan :

We have limited our review to only your financial statements and related disclosures and
do not intend to expand our review to other portions of your documents.  In some of our
comments, we may ask you to provide us with information so we may better unders tand your
disclosure.

Please respond to this letter within ten business days 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 circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for Fiscal Year Ended April 30, 2013

Item 7. Management’s Discussion and Analysis o f Financial Condition and Results of
Operations, page 33
Results of Operations, page 34

1. Please confirm to us that i n future filings  you will  quantify the extent to which
increases/decreases in volume s sold, increases/decreases in pricing, and new products
contributed  to the increase or decrease in net sales .  Please refer to Item s 303(a)(3)(iii), and
303(a)(3)(iv) of Regulation S -K and Section 501.12.b.3 of the Financial Reporting
Codification for guidance.

Mr. Buchanan
Smith & Wesson Holding Corporation
January 16, 2014
Page 2

 2. We note your discussion of key performance ind icators on page 34 where you state that you
“evaluate various firearm products by such measurements as gross margin per unit produced,
units produced per day and incoming orders per day.”  Tell us why you have not included
discussion of these metrics in yo ur MD&A.

2. Significant Accounting Policies, page F -8
Segment Information, page F -10

3. In future filings, please expand your disclosure regarding your reportable segment to clarify
for investors how your CODM is managing the business (i.e., based on prod ucts and services,
geographic areas, distribution channels, et cetera).  Please refer to ASC 280 -10-50-21.a. for
guidance.  Please provide us with the disclosure you intend to provide in your next Form 10 -
K.  Please also confirm to us, if correct, that you  are not aggregating two or more operating
segments into one reportable segment.

19. Commitments and Contingencies, page F -34
Litigation, page F -34

4. Regarding known claims and product liability, we note your statements that “it is uncertain
whether the outcome of these claims will have a material adverse effect on [y]our financial
position, results of operations, or cash flows.”  We further note your a dditional statement,
“[w]e do not anticipate material adverse judgments.” Finally, we note your disclosure on
page 45 that the estimated range of the reasonably possible losses for product liabilities is
zero. There is a concern that your investors may not  understand management’s conclusions
regarding your known claims, as these two statements appear to be contradictory.  Please
note that ASC 450 -20 does not require management to make judgments about loss
contingencies with precision or confidence but rathe r with reasonable estimation about the
materiality of the outcome to the consolidated financial statements.  Please revise your
disclosures in future filings to ensure that the statements made are consistent.  Please provide
us with the disclosures you wou ld have included in your fiscal year 2013 Form 10 -K in
response to this comment.  Please also confirm to us that you have provided a description of
the nature of all loss contingencies that are probable and/or reasonably possible of materially
impacting yo ur consolidated financial statements.

Form 8 -K Filed June 25, 2013

5. We note that y ou present a full statement of income to reconcile GAAP net income to
Adjusted EBITDAS .  We believe that the presentation of a full non -GAAP income statement
attaches undue prominence to the non -GAAP information, results in the creation of many
additional non -GAAP measures (e.g. non -GAAP cost of goods sold, interest income and
selling, general and administrative expense, et  cetera ) and may give the impression that the
non-GAAP income statement represents a comprehensive basis of accounting. Please
confirm to us that you will no longer present these tables in future Item 2.02 Form 8 -K
submissions or  elsewhere and will provide a reconciliation that begins with GAAP net
income and ends with Adjusted EBITDAS and includes all of the individual items removed

Mr. Buchanan
Smith & Wesson Holding Corporation
January 16, 2014
Page 3

 from your GAAP measure to arrive at your non -GAAP measure.   Please see Question 102.10
of our Compliance & Disclosure Interpretations for Non -GAAP  Financial Measures.  Please
also see Instruction 2 to Item 2.02 of Form 8 -K which indicates that the  provisions of Item
10(e)(1)(i) apply to these public disclosures.

6. We note that you present free cash flow as a measure of your operating performance.  Given
that “free cash flow ” is widely understood to be a liquidity measure, there is a concern that
investors may not fully understand your basis for characterizing this non -GAAP measure as a
performance measure.  Also, the use of the words “cash flow” in the measure’s title is
confusingly similar to the GAAP financial measures included in the Statements of Cash
Flows.  Further, we note your definition of this measure as starting with GAAP cash flow
provided by operating activities.  If you maintain that free cash flow is not a liqu idity
measure, then please prospectively change the title of this measure to delete the words “cash
flow”.  Alternatively, if you conclude that this measure is useful as a liquidity measure, then
the presentation should be revised to include the GAAP opera ting, investing and financing
cash flow amounts with equal or greater prominence.  Please refer to the guidance Questions
102.05 -.07 of our Compliance & Disclosure Interpretations for Non -GAAP  Financial
Measures .

7. In future filings please include a recon ciliation of free cash flows from the most comparable
GAAP financial measure in accordance with Item 10(e)(1)(i)(b) of Regulation S -K.

Form 10 -Q for Fiscal Quarter Ended October 31, 2013

(13) Commitments and Contingencies, page 14
Litigation, page 14

8. We note that you reached a preliminary settlement for one of your purported stockholder
derivative lawsuits.  However, you did not provide investors with any indication as to
whether the preliminary settlement will result in a material impact to your consoli dated
financial statements.  Please confirm that you will provide investors with expanded
disclosure in your next periodic report.  Please provide us with the expanded disclosure that
you intend to provide.

Item 4. Controls and Procedures, page 26

9. We no te that your new ERP system went live during the second quarter of fiscal year 2014.
We further note your disclosure that there were no changes in your internal control over
financial reporting during the quarter.  It is unclear how you were able to arriv e at this
conclusion with a new ERP system.  Please advise.

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 an d all applicable Exchange Act rules require.   Since the company and its management are

Mr. Buchanan
Smith & Wesson Holding Corporation
January 16, 2014
Page 4

 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 provide  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 Commission 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 Tracey Smith , Staff Accountant, at (202) 551 -3736, or in her absence,
me at (202) 551 -3854 , if you have questions regarding comments on the financial statements and
related matters.

Sincerely,

 /s/ Melissa N. Rocha

Melissa N. Rocha
Senior Assistant Chief Accountant

February 8, 2013

Via E -mail
Mr. Jeffrey D. Buchanan
Executive Vice President, Chief Financial Officer, and Treasurer
Smith & Wesson Holding Corporation
2100 Roosevelt Avenue
Springfield, MA  01104

RE: Smith & Wesson Holding Corporation
Form 10 -K for the Year ended April 30, 2012
Filed June 28, 2012
  File No. 1 -31552

Dear Mr. Buchanan:

We have completed our review of your filings.  We remind you that our comments or
changes  to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any per son under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 a nd all applicable rules require.

Sincerely,

 /s/ Rufus Decker

 Rufus Decker
Accounting Branch Chief

CORRESP
1
filename1.htm

CORRESP

 Jeffrey D. Buchanan

Executive Vice President,

Chief Financial Officer & Treasurer

 February 7, 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

Response dated January 29, 2013

File No. 1-31552

 Dear
Mr. Decker:

 The following is in response to your letter dated January 31, 2013 (the “Comment Letter”).
Smith & Wesson Holding Corporation (referred to as the “Company,” “we,” “our,” or “us”) hereby submits its response to the comment of the staff (the “Staff”) of the Division of Corporation
Finance of the Securities and Exchange Commission (the “Commission”) in the Comment Letter. Our response is indicated below, directly following a restatement of the Staff comment in bold, italicized type. The heading and number of our
response coincides with the heading and comment number set forth in the Comment Letter.

 Item 15 – Exhibits and Financial
Statement Schedules, page 39

 Consolidated Financial Statements, page F-1

 Note 2 – Significant Accounting Policies, page F-8

 General

1.
Comment: We have reviewed your response to prior comment six from our letter dated January 15, 2013. Please also disclose in future filings the types
of expenses that you include in the general and administrative expenses line item. Please show us supplementally what your revised disclosure will look like.

 Rufus Decker

 Page 2

 Company Response: We include payroll and benefits for management and
administrative employees; profit sharing and stock compensation expenses; information technology costs; legal and professional fees; depreciation of furniture, fixtures, and computer equipment; reserves for bad debts; and expenses for administrative
functions in the general and administrative expenses line item. In our future filings, we will disclose the types of expenses that we include in the general and administrative expenses line item.

Pursuant to your request, we propose to add the following to footnote 2 to the consolidated financial statements:

“General and Administrative Expenses — In the accompanying consolidated financial statements, we included payroll and
benefits for management and administrative employees; profit sharing and stock compensation expenses; information technology costs; legal and professional fees; depreciation of furniture, fixtures, and computer equipment; reserves for bad debts; and
expenses for administrative functions in general and administrative operating expenses.”

 * * * *

In connection with this response, we acknowledge that we are responsible for the adequacy and accuracy of the disclosure in our filings.
Furthermore, we acknowledge that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing. Finally, we acknowledge that we do 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.

We hope that this resolves the questions as outlined in your memo. Should you have any further questions, please do not hesitate to
contact me.

 Sincerely,

 /s/
Jeffrey D. Buchanan

 Jeffrey D. Buchanan

 Executive Vice President, Chief Financial Officer,

 and Treasurer

January 31 , 2013

Via E -mail
Mr. Jeffrey D. Buchanan
Executive Vice President, Chief Financial Officer, and Treasurer
Smith & Wesson Holding Corporation
2100 Roosevelt Avenue
Springfield, MA  01104

RE: Smith & Wesson Holding Corporation
Form 10 -K for the Year ended April 30, 2012
Filed June 28, 2012
Response dated January 29, 2013
  File No. 1-31552

Dear Mr. Buchanan :

We have reviewed your response letter dated  January 29, 2013  and have the following
additional comment.  In our comment , 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 providing the requested
information or by advising us when you will provide the requested response.   If you do not
believe our comment applies  to your facts and circumstances , please tell us why in your
response.

After reviewing the information you provide in response to this comm ent, we may have
additional comments.

Item 15 – Exhibits and Financial Statement Schedules, page 39

Consolidated Financial Statements, page F -1

Note 2 – Significant Accounting Policies, page F -8

General

1. We have reviewed your response to p rior comment six from our letter dated January 15,
2013.  Please also disclose in future filings the types of expenses that you include in the
general and administrative expenses line item.  Please show us supplementally what your
revised disclosure will l ook like.

Mr. Jeffrey D. Buchanan
Smith & Wesson Holding Corporation
January 31 , 2013
Page 2

 You may contact Leland Benton , Staff Attorney, at (202) 551 -3791  or, in his absence, Jay
Ingram, Legal Branch Chief, at (202) 551 -3397  if you have any questions regarding legal or
disclosure matters.  Please contact Jeffrey Gordon, Staff Accountant, at (202) 551 -3866 or, in his
absence, the undersigned at (202) 551 -3769  if you have questions regarding comments on the
financial statements  and related matters.

 Sincerely,

 /s/ Rufus Decker

 Rufus Decker
 Accounting Branch Chief

CORRESP
1
filename1.htm

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

January 15, 2013

Via E -mail
Mr. Jeffrey D. Buchanan
Executive Vice President, Chief Financial Officer, and Treasurer
Smith & Wesson Holding Corporation
2100 Roosevelt Avenue
Springfield, MA  01104

RE: Smith & Wesson Holding Corporation
Form 10 -K for the Year ended April 30, 2012
Filed June 28, 2012
  Form 10 -Q for the 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. Buchanan :

We have reviewed your filing s and 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 t his letter within ten business days 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 circumstances , please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

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

General

1. Please tell us  what consideration you gave to including an expanded discuss ion 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 previou s 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.

Mr. Jeffrey D. Buchanan
Smith & Wesson Holding Corporation
January 15, 2013
Page 2

 Item 1  - Business, page 1

2. 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 year s, 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 incl ude this disclosure or an appropriate cross -reference in future filings.

Customers, page 7

3. 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 consoli dated 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.

Item 15 – Exhibits and Financial Statement Schedules, page 39

Consolidated Financial Statements, page F -1

General

4. 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 prese nt on page 25.  Refer to ASC
280-10-50-40.

Consolidated Balance Sheets, page F -3

5. 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.

Mr. Jeffrey D. Buchanan
Smith & Wesson Holding Corporation
January 15, 2013
Page 3

 Note 2 – Significant Accounting Policies, page F -8

General

6. 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 transf er 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 th ese 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 dis tribution 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.

7. 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 alloca te 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.

Note 19 – Commitments and Contingencies, p age F -32

Litigation, page F -32

8. 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 t o provide an estimated range of reasonably possible
additional losses relating to unfavorable outcomes.  For any significant outstanding matters
disclosed in your Form 10 -K for the year ended April 30, 2012, please supplementally: (1)
explain to us the pro cedures you undertake on a quarterly basis to attempt to develop a range
of reasonably possible loss for disclosure and (2) for each material matter, tell us what
specific factors are causing the inability to estimate and when you expect those factors to b e
alleviated.  We recognize that there are a number of uncertainties and potential outcomes
associated with loss contingencies.  Nonetheless, an effort should be made to develop
estimates for purposes of disclosure, including determining which of the poten tial outcomes
are reasonably possible and what the reasonably possible range of losses would be for those
reasonably possible outcomes.

Mr. Jeffrey D. Buchanan
Smith & Wesson Holding Corporation
January 15, 2013
Page 4

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

General

9. Please address the above comments in your interim filings  as well, as applicable.

Definitive Proxy Statement  on Schedule 14A Filed August 17, 2012

Cash Incentive Compensation, page 13

10. You state on page 13 that your performance -based cash incentive compensation program
focuses on corporate goals, and to a less er extent, individual goals.   Under the subheading
“Cash Incentive Compensation,” on page 15 you state that the 2012 Incentive Compensation
Program was based on company -wide performance measures.   Similarly, in your discussion
of base salaries in the third  paragraph from the bottom of page 11, you refer to the
achievement of individual performance goals, but state, under the subheading “Base
Salaries” on page 15, that you did not consider individual performance in setting base
salaries for fiscal year 2012.   In future filings, please clarify the role of individual goals in
setting performance based compensation, and if individual performance goals are set, please
disclose what those goals consist of and the rationale behind setting those goals.   Please see
Item 402(b) (2)(vii) of Regulation S -K and refer to your letter of correspondence dated
November 20, 2009 where you agreed to enhance your disclosure on this topic in future
filings.

CEO Compensation, page 17

11. In future filings, please discuss the decision -making process when an executive is given a
substantial increase in compensation.   In this regard, your attention is directed to the
Compensation Committee’s decision to grant Mr. Debney an 11% increase in bas e salary in
early fiscal 2013.   You state in your disclosure that you “evaluated the factors described
above,” but no analysis is presented to clarify what factors were considered or how the
$50,000 increase was settled upon.   Refer to your letter of corre spondence dated November
20, 2009 where you agreed to enhance your disclosure on this topic in future filings.

Executive Compensation, page 18

Fiscal 2012 Grants of Plan -Based Awards, page 20

12. You state in the first footnote to the table of grants of plan-based awards that the columns
under “Estimated Future Payouts Under Non -Equity Incentive Plan Awards” are reflective of
the 2012 Incentive Compensation Program.   However, these columns are blank, despite your
discussion of the 2012 Incentive Compensat ion Program on page 15.   Please provide the
analysis supporting the dec ision to omit this disclosure,  or provide this disclosure in future
filings.

Mr. Jeffrey D. Buchanan
Smith & Wesson Holding Corporation
January 15, 2013
Page 5

Certain Relationships and Related Transactions, page 39

13. In future filings, please describe the standards t hat the Audit Committee or Compensation
Committee, as applicable, applies when reviewing related party transactions, and disclose
whether the corporate policies regarding related transactions are in writing (and if not, how
such policies are evidenced.)   See Item 404(b) (1)(ii) of Regulation S -K.

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 t he disclosures they have made.

 In responding to our comments, please provide  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 Commission 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 Leland Benton , Staff Attorney, at (202) 551 -3791  or, in his absence, Jay
Ingram, Legal Branch Chief, at (202) 551 -3397  if you have any questions regarding legal or
disclosure matters.  Please contact Jeffrey Gordon, Staff Accountant, at (202) 551 -3866 or, in his
absence, the undersigned at (202) 551 -3769  if you have questions regarding comments on the
financial statements and related matters.

 Sincerely,

 /s/ Rufus Decker

 Rufus Decker
 Accounting  Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             December 1, 2009
 William F. Spengler Chief Financial Officer Smith & Wesson Holding Corporation 2100 Roosevelt Avenue Springfield, Massachusetts 01104
 RE: Smith & Wesson Holding Corporation
Form 10-K for Fiscal Ye ar Ended April 30, 2009
Form 10-Q for Fiscal Quarter Ended July 31, 2009
File No. 1-31552
Dear Mr. Spengler:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any further questions regardi ng our review of legal or disclosure
matters in your filings, pleas e direct them to Hagen Ganem, Attorney, at (202) 551-3330
or, in his absence, Jay Ingram, Legal Bran ch Chief, at (202) 551-3397.  Please contact
Ernest Greene, Staff Accountan t, at (202) 551-3733 or, in hi s absence, the undersigned at
(202) 551-3689, if you have questions regarding our review of the financial statements
and related matters.           Sincerely,            John Hartz
       S e n i o r  A s s i s t a n t
Chief Accountant

CORRESP
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SMITH
& WESSON HOLDING CORPORATION

2100 Roosevelt Avenue

Springfield, Massachusetts 01104

November 20, 2009

Ernest Greene

Division of Corporation Finance

United States Securities and Exchange Commission

450 Fifth Street, N.W., Stop 4631

Washington, D.C. 20549

    RE:

    Smith & Wesson Holding Corporation

    Form 10-K for Fiscal Year Ended April 30, 2009

    Form 10-Q for Fiscal Quarter Ended July 31, 2009

    File No. 1-31552

Dear Mr. Greene:

    The following is in response to your letter dated October 23, 2009.

Form 10-K for the Year ended April 30, 2009

Item 1. Business, page 1

    1.

    SEC Comment: We note that you sell a significant amount of your products outside of
the United States. In future filings, please provide the financial information about
geographic areas required by Item 101(d) of Regulation S-K.

    Company Response: We will include information about geographic areas in our
Business discussion in future filings on Form 10-K.

Products and Services, page 2

    2.

    SEC Comment: In future filings, please disclose the amount or percentage of total
revenue contributed by each class of firearm and other products for each of the last three
fiscal years. See Item 101(c)(l)(i) of Regulation S-K.

    Company Response: We will include information about total revenue by product class
in our Products and Services discussion in future filings on Form 10-K.

Research and Development; New Product Introduction, page 10

    3.

    SEC Comment: In future filings, please disclose the estimated amount spent on
company-sponsored research and development activities during each of the last three fiscal
years. See Item 101 (c)(I)(xi) of Regulation S-K.

Ernest Greene

Page 2

    Company Response: We do not believe that company-sponsored research and development
activities meet the materiality standard of Item 101(c)(I)(xi) of Regulation S-K. This
information, however, is provided in footnote 3 to the consolidated financial statements.

Liquidity and Capital Resources, page 38

    4.

    SEC Comment: We note your disclosure on page F-23 indicates that your credit
agreement with TD Bank contains certain financial covenants that you were in compliance with
at year-end. We assume that your Convertible Debt and Term loans may include covenants that
are restrictive and/or require that you satisfy certain financial ratios. In future filings
please define all material covenants and clearly indicate whether you are in compliance at the
end of the period presented. Additionally, in future filings, if it becomes reasonably likely
that you may not comply with any material covenant, please present, for your most significant
and restrictive covenants, actual ratios and other actual amounts versus minimum/maximum
rations/amounts required as of each reporting date. Such presentation will allow investors to
more easily understand your current ability to meet your financial covenants. It may also be
necessary to show specific computations used to arrive at the actual ratios with corresponding
reconciliations to US GAAP amounts, if applicable. See Sections I.D and IV.C of the SEC
Interpretive Release No. 33-8350 and Question 10 of our FAQ Regarding the Use of Non-GAAP
Financial Measures dated June 13, 2003. Please also disclose if there are any stated events
of default which would permit the lenders to accelerate the debt if not cured within
applicable grace periods or any cross default provisions in your debt agreements.

    Company Response: Our credit agreement with TD Bank includes not only the revolving
line of credit but the term loans as well. Therefore, compliance with the covenants
pertaining to the credit agreement also covers the term loans. We will ensure that future
filings make this clear. With regard to our Convertible Debt agreement, as disclosed in
footnote 4 to the consolidated financial statements, the only financial covenant relates to
limiting new indebtedness to no greater than our existing credit facility with TD Bank or
three times LTM EBITDA (as defined in the indenture covering the Notes). In future filings,
we will ensure that we also define all material covenants within the Liquidity and Capital
Resources discussion. In addition, if it becomes reasonably likely that we may not comply
with any material covenant, we will present, for our most significant and restrictive
covenants, actual ratios and other actual amounts versus minimum/maximum/ratios/amounts
required as of each reporting date. Finally, we will note in future filings any
acceleration terms that exist related to each of our indebtedness agreements.

Ernest Greene

Page 3

Critical Accounting Policies, page 39

Valuation of Long-Lived Tangible and Intangible Assets and Goodwill, page 39

    5.

    SEC Comment: As of July 31, 2009, you have a significant amount of long-lived
assets, goodwill and intangibles assets, and you have recognized your accounting for these
assets as a critical policy. In addition we note that you recorded significant impairments of
goodwill and intangible assets in FY 2009 resulting in a substantial loss. In the interest of
providing readers with a better insight into management’s judgments in accounting for these
assets, please consider disclosing the following in future filings;

    •

    We note that you utilize a present value approach to determine
fair value. Please expand your disclosures, if applicable to describe whether
you consider any market approaches, transactional approaches and a
reasonableness test by comparing to market capitalization;

    •

    Explain how the assumptions and methodologies in the current
year have changed since the prior year highlighting the impact of any changes;
and

    •

    Explain how you group property plant and equipment when testing
for recoverability.

    To the extent that any of your reporting units have estimated fair values that are not
substantially in excess of the carrying value and to the extent that goodwill for these
reporting units, in the aggregate or individually, could materially impact your operating
results, please provide the following disclosures for each of these reporting units in
future filings:

    •

    Identify the reporting unit;

    •

    The percentage by which fair value exceeds the carrying value
as of the most-recent step-one test;

    •

    The amount of goodwill;

    •

    A description of the assumptions that drive the estimated fair
value;

    •

    A discussion of the uncertainty associated with the key
assumptions. For example, to the extent that you have included assumptions in
your discounted cash flow model that materially deviates from your historical
results, please include a discussion of these assumptions; and

    •

    A discussion of any potential events and/or circumstances that
could have a negative effect to the estimated fair value.

    If you have determined that the estimated fair value substantially exceeds the carrying
value for all of your reporting units, please disclose this determination in future filings.
Please refer to Item 303 of Regulation S-K and Sections 216 and 501.14 of the

Ernest Greene

Page 4

    Financial Reporting Codification for guidance. Please provide us with the disclosures you
intend to include in future filings.

    Company Response: Because we test impairment at the reporting unit level and
because our reporting units are not similar to other publicly traded businesses, we do not
feel that a market or transactional approach to determine fair value would yield an
appropriate result. In addition, we do not have the ability to determine what portion of
our market capitalization would be attributable to each of our reporting units. Therefore,
we utilize present value of future cash flows to calculate a fair value for each of our
reporting units. Our assumptions and methodologies in calculating fair value have not
changed in the current year. Market conditions relating to the Rochester, New Hampshire
reporting unit significantly deteriorated beginning in the fall of 2008, which corresponded
to our second quarter of fiscal 2009. Based on these market conditions, as well as the
deterioration in the overall economy, we were forced to re-evaluate our expectations
regarding the present value of future cash flows. Based on the results of this evaluation
and a comparison to the book values pertaining to this reporting unit, we determined that it
was necessary to record an impairment charge during our second fiscal quarter of 2009. In
future filings, we will expand our disclosures to ensure that our approach is more clear.

    Property, plant, and equipment is grouped by reporting unit and is evaluated for
recoverability based on the most recent fixed asset appraisal conducted, discounted for
depreciation recorded and changes, if any, in market conditions. In the case of our fiscal
2009 write down, there was no impairment of property, plant, and equipment as confirmed by
updated appraisals of real estate and equipment, which we compared to the valuation work
that had been performed at the acquisition less depreciation taken based on the remaining
lives and usefulness of the assets.

    As indicated in our July 31, 2009 Form 10-Q filing, goodwill recorded on our books relates
solely to our Universal Safety Response, Inc. (“USR”) reporting unit. The estimated fair
value of this reporting unit substantially exceeds the carrying value. Therefore, in our
third fiscal quarter 10-Q, which corresponds with our next impairment test date, February 1,
2010, we will modify our disclosure to indicate this substantial excess. Until that filing,
we did not intend to make any significant changes to our disclosure.

Item 9A. Controls and Procedures, page 47

    6.

    SEC Comment: We note your discussion regarding the limitations on all control
systems, including your disclosure controls and procedures. As such, please indicate in your
future filings that your disclosure controls and procedures are designed to provide reasonable
assurance of achieving their stated objectives and that your principal executive officer and
principal financial officer concluded that your disclosure controls and procedures are
effective at the reasonable assurance level. Alternatively, please remove the language
qualifying the design, operation, and effectiveness of your disclosure controls and
procedures.

Ernest Greene

Page 5

    Company Response: We will modify our discussion related to inherent limitations on
effectiveness of internal controls to indicate in our future filings that our disclosure
controls and procedures are designed to provide reasonable assurance of achieving their
stated objectives and that our officers have concluded that these controls are effective at
the reasonable assurance level.

Item 15. Exhibits and Financial Statement Schedules, page 49

    7.

    SEC Comment: We note that you have omitted the schedules and exhibits from your
credit agreement and the amendments thereto, which are all incorporated by reference. Please
file in your next periodic report a complete copy of your credit agreement and subsequent
amendments that include the omitted schedules and exhibits.

    Company Response: We will file a complete copy of our credit agreement and any
subsequent amendments that include Schedules and Exhibits in our next periodic report.

Financial Statements

9. Property, Plant and Equipment, page F-24

    8.

    SEC Comment: Please disclose the line item(s) in which you include depreciation and
amortization, as well as amounts included in each line item for each period presented. If you
do not allocate depreciation and amortization to costs of products and services sold, in
future filings, please revise your presentation on the face of your statements of income and
throughout the filing to comply with SAB Topic 11:8.

    Company Response: 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 details depreciation and amortization by line
item for the fiscal years ended April 30, 2009, 2008, and 2007:

    For the Year Ended April 30,

    2009

    2008

    2007

    Cost of products and services sold

    $
    7,488

    $
    6,384

    $
    4,728

    Research and development

    83

    48

    8

    Sales and marketing

    167

    149

    119

    General and administrative

    3,467

    4,869

    2,209

    Interest expense

    1,465

    1,100

    409

    Total depreciation and amortization

    $
    12,670

    $
    12,550

    $
    7,473

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

Ernest Greene

Page 6

14. Derivative Financial Instruments and Hedging Activities, page F-27

    9.

    SEC Comment: In footnote 3 on page F-17 and footnote 10 on page F-25, you indicate
that you recognized a goodwill impairment charge of $41.2 million and a intangible asset
impairment charge of $57.1 million. Given that you have recorded asset impairments during the
year ended April 30, 2009, in future filings, please provide the disclosures required by
paragraphs 33 through 35 of SFAS 157 for all assets, as well as liabilities if applicable,
that are measured at fair value on a nonrecurring basis in periods subsequent to initial
recognition. Please disclose information that enables users of your financial statements to
assess the inputs used to develop those measurements.

    Company Response: In our future filings, we will make the appropriate disclosures.

22. Commitments and Contingencies, page F-39

    10.

    SEC Comment: As you know, we asked you for some detail concerning your product
liabilities in our letter dated, February 7, 2008, and we appreciate your response. Concerning
your most recent Form 10-K, we note the quantified information provided in Notes 15 and 22
regarding product liabilities. Because of the combination of such data with other categories
and current and non-current classifications, we are unable to reconcile the activity in this
account. With a view towards enhanced disclosures concerning this critical accounting policy,
please provide us with a roll-forward of product liabilities for each year presented and the
interim period through the date of your response. Break out the presentation into current and
non-current and administrative legal costs and settlements.

    Company Response: The following represents the requested rollforward:

    Defense

    Beginning

    Costs

    Ending

    Non-

    Settlement

    Balance

    Expense

    Paid

    Other

    Balance

    Current

    Current

    Paid (c)

    Year ended April 30, 2007

    $
    2,167

    $
    179

    $
    (46
    )

    $
    1,396
    (a)

    $
    3,696

    $
    1,573

    $
    2,123

    $
    (25
    )

    Year ended April 30, 2008

    3,696

    126

    (202
    )

    (234
    )(b)

    3,386

    2,126

    1,260

    (483
    )

    Year ended April 30, 2009

    3,386

    1,565

    (697
    )

    —

    4,254

    2,843

    1,411

    (4
    )

    Three months ended July
31, 2009

    4,254

    135

    (150
    )

    —

    4,239

    2,910

    1,329

    —

    (a)

    Acquisition of Thompson/ Center Arms in January 2007.

    (b)

    Adjustment of costs associated with pre-acquisition liabilities to good will.

    (c)

    Settlements paid are not part of the product liability accrual as we do not accrue for the cost of settlements. These costs hit our income
statement in the year of the settlement.

Exhibits 31.1 and 31.2

    11.

    SEC Comment: In future filings, please file your certifications exactly as set forth
in Item 601(b)(31)(i) of Regulation S-K, without modifying paragraphs 4(d) and 5.

    Company Response: In future filings, we will file the cer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             October 23, 2009
 William F. Spengler Chief Financial Officer Smith & Wesson Holding Corporation 2100 Roosevelt Avenue Springfield, Massachusetts 01104
 RE: Smith & Wesson Holding Corporation
Form 10-K for Fiscal Ye ar Ended April 30, 2009
Form 10-Q for Fiscal Quarter Ended July 31, 2009
File No. 1-31552
Dear Mr. Spengler:
   We have reviewed your filing and have th e following comments.  If you disagree with a
comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as neces sary in your explanation.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.  After reviewing this information, we may or may not raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.  We look forward to working with  you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of our review.  Feel free to
call us at the telephone numbers lis ted at the end of  this letter.

FORM 10-K FOR THE YEAR ENDED APRIL 30, 2009

 Item 1. Business, page 1

1. We note that you sell a significant amount of your  products outside of the United States.
In future filings, please provide  the financial information a bout geographic areas required
by Item 101(d) of Regulation S-K.

Products and Services, page 2

2. In future filings, please disclose the amount or  percentage of total revenue contributed by
each class of firearm and other pr oducts for each of the last three  fiscal years.  See Item
101(c)(1)(i) of Regulation S-K.

Mr. William Spengler
October 23, 2009 Page 2  Research and Development; Ne w Product Introduction, page 10

 3. In future filings, please disclose the es timated amount spent on company-sponsored
research and development activitie s during each of the last three
 fiscal years.  See Item
101(c)(1)(xi) of Regulation S-K.
 Liquidity and Capital Resources, page 38

 4. We note your disclosure on page F-23 indica tes that your credit agreement with TD Bank
contains certain financial c ovenants that you were in comp liance with at year-end.  We
assume that your Convertible Debt and Te rm loans may include covenants that are
restrictive and/or requir e that you satisfy certain financial ratios.  In future filings please
define all material covenants and clearly indicate whether you are in compliance at the
end of the period presented.  Additionally, in future filings, if it becomes reasonably likely that you may not comply with any mate rial covenant, please pr esent, for your most
significant and restric tive covenants, actual ratios and other actual amounts versus
minimum/maximum rations/amounts required as of each reporting date.  Such presentation will allow investors to more easily understand your current ability to meet
your financial covenants.  It may also be n ecessary to  show specific computations used
to arrive at the actual ratios with corres ponding reconciliations to US GAAP amounts, if
applicable.  See Sections I.D and IV.C of  the SEC Interpretive Release No. 33-8350 and
Question 10 of our FAQ Regarding the Use of Non-GAAP Financial Measures dated
June 13, 2003.  Please also disclose if there ar e any stated events of default which would
permit the lenders to accelerate the debt if not cured within applicable grace periods or
any cross default provisions in  your debt agreements.
 Critical Accounting Policies, page 39

 Valuation of Long-Lived Tangible and In tangible Assets and Goodwill, page 39

 5. As of July 31, 2009, you have a significant amount of long-lived assets, goodwill and
intangibles assets, and you have  recognized your accounting for these assets as a critical
policy.  In addition we note that you reco rded significant impairments of goodwill and
intangible assets in FY 2009 re sulting in a substantial loss.  In the interest of providing
readers with a better insight into management’s judgments in accounting for these assets,
please consider disclosing the following in future filings:

• We note that you utilize a present value appr oach to determine fair value.  Please
expand your disclosures, if a pplicable to describe whethe r you consider any market
approaches, transactional approaches a nd a reasonableness test by comparing to
market capitalization;
• Explain how the assumptions and methodologi es in the current year have changed
since the prior year highlighting the impact of any changes; and
• Explain how you group property plant and equi pment when testing for recoverability.

Mr. William Spengler
October 23, 2009 Page 3
To the extent that any of your reporting units  have estimated fair values that are not
substantially in excess of the carrying valu e and to the extent that goodwill for these
reporting units, in the aggregat e or individually, could materi ally impact your operating
results, please provide the following disclosure s for each of these reporting units in future
filings:
• Identify the reporting unit;
• The percentage by which fair value exceed s the carrying value as of the most-
recent step-one test;
• The amount of goodwill;
• A description of the assumptions that  drive the estimated fair value;
• A discussion of the uncertainty associ ated with the key assumptions.  For
example, to the extent that you have included assumptions in your discounted
cash flow model that materially deviates from your historical  results, please
include a discussion of these assumptions; and
• A discussion of any potential events a nd/or circumstances that could have a
negative effect to the estimated fair value.

If you have determined that the estimated fair value substantially exceeds the carrying value for all of your reporting units, please disclo se this determination in future filings.
Please refer to Item 303 of Regulation S-K and Sections 216 and 501.14 of the Financial
Reporting Codification for guidance.  Please pr ovide us with the di sclosures you intend to
include in future filings.

Item 9A. Controls and Procedures, page 47

6. We note your discussion regarding the limitati ons on all control systems, including your
disclosure controls and procedures.  As suc h, please indicate in your future filings that
your disclosure controls and procedures are de signed to provide reas onable assurance of
achieving their stated objectives and that your principal executive officer and principal
financial officer concluded that  your disclosure controls and procedures are effective at
the reasonable assurance level.  Alternativ ely, please remove the language qualifying the
design, operation, and effectiveness of your disclosure controls and procedures.
 Item 15. Exhibits and Financia l Statement Schedules, page 49

7. We note that you have omitted the schedules a nd exhibits from your credit agreement and
the amendments thereto, which ar e all incorporated by reference.   Please file in your next
periodic report a complete copy of your cr edit agreement and subsequent amendments
that include the omitted schedules and exhibits.

Mr. William Spengler
October 23, 2009 Page 4  Financial Statements

 9. Property, Plant and Equipment, page F-24

8. Please disclose the line item(s) in which you include depreciation and amortization, as
well as amounts included in each line item for each period presented.  If you do not
allocate depreciation and amortization to cost s of products and services sold, in future
filings, please revise your pres entation on the face of your statements of income and
throughout the filing to comp ly with SAB Topic 11:B.
 14. Derivative Financial Instruments and Hedging Activities, page F-27

 9. In footnote 3 on page F-17 and footnot e 10 on page F-25, you indicate that you
recognized a goodwill impairment charge of $41.2 million and a intangible asset impairment charge of $57.1 million.  Given that you have recorded asset impairments
during the year ended April 30, 2009, in future  filings, please provi de the disclosures
required by paragraphs 33 through 35 of SFAS 157 for all assets , as well as li abilities if
applicable, that are measured at fair value on a nonrecurring basis in periods subsequent
to initial recognition.  Please disclose inform ation that enables user s of your financial
statements to assess the inputs used  to develop those measurements.

22. Commitments and Contingencies, page F-39

10. As, you know, we asked you for some detail concerning your product liabilities in our
letter dated, February 7, 2008, and we apprec iate your response.  Concerning your most
recent Form 10-K, we note the quantified information provided in Notes 15 and 22
regarding product liabilities.  Because of the combination of such data with other categories and current and non-current classi fications, we are unable to reconcile the
activity in this account.  With a view to wards enhanced disclosures concerning this
critical accounting policy, please provide us w ith a roll-forward of product liabilities for
each year presented and the interim period thr ough the date of your response.  Break out
the presentation into curr ent and non-current and administrative legal costs and
settlements.
 Exhibits 31.1 and 31.2

 11. In future filings, please file your certifications exactly as set forth in  Item 601(b)(31)(i) of
Regulation S-K, without modify ing paragraphs 4(d) and 5.

Mr. William Spengler
October 23, 2009 Page 5
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JULY 31, 2009

 Financial Statements

 (2) Organization, page 7

12.  Please revise your business acquisiti on note to provide the following:
• Provide a more robust description of your contingent consideration arrangement and
the basis for determining the amount of payment.  Please also disclose an estimate of
the range of outcomes or explain why a ra nge cannot be estimated.  If the maximum
amount of the payment is unlimited, please disclose that fact .  See paragraphs
68(g)(2) and (3) of SFAS 141(R);
• For acquired receivables not subject to AI CPA SOP 03-3, please disclose 1) the fair
value of the receivables, 2)  the gross contractual amounts receivable and 3) the best
estimate at the acquisition date of the c ontractual cash flows not expected to be
collected.  See paragraphs 68(h)of SFAS 141(R);
• Disclose the amount of goodwill related to the USR acquisition that is allocated to
your reportable segments in your business ac quisition note.  See paragraph 68(l) of
SFAS 141(R); and
• Disclose the amount of acquisition related co sts, the amount recogni zed as an expense
and the line item(s) in the income statemen t in which those expe nses are recognized.
Please also disclose the amount of any i ssuance costs not recognized as an expense
and how those issuance costs were recogni zed.  See paragraphs 68(m), (n) and A107
of SFAS 141(R).
Please show us supplementally what th e revised disclosure will look like.

DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A
 Compensation Discussion and Analysis, page 7

13. We note from your summary compensation table that you provide your named executive
officers with a number of perqui sites.  In future filings, pl ease discuss how you determine
the types and amount of perqui sites provided to each named executive officer as well as
how this form of remuneration fits in your  overall compensation objectives.  See Items
402(b)(1)(v) and (vi) of Regulation S-K.
 14. In future filings, please disclose in a tabul ar format the amounts payable in connection
with termination and change  in control transactions.

Base Salary, page 8

15. We note that in determining base compen sation, you take into  account individual
performance and competitive salary levels for comparable positions at other companies, among other things.  In future filings, pl ease describe the elements of individual
performance that you consider in evaluati ng base compensation.  In addition, please

Mr. William Spengler
October 23, 2009 Page 6
discuss where you target each of your executives ’ salaries relative to  the peer group data
you collect, and state where each executive’s salary actually fell wi th respect to such
target.  See Items 402(b)(2)(vii) and (xiv) of Regulation S-K.
 Fiscal 2009 Compensation, page 9

 Base Salaries, page 9

 16. We note that for fiscal year 2009 you institut ed base salary incr eases for two of your
named executive officers.  In future filings, please discuss the factor s that you considered
in deciding to materially adjust the base compensation of your executive officers.  See
Item 402(b)(2)(ix) of Regulation S-K.

Stock-Based Compensation Grants, page 10

 17. We note that you granted stock options to each of your named executive officers yet you
omitted any substantive discussion in the CD&A  regarding what the options are designed
to award, how you determined the amount of  options awarded in 2009, and how these
awards fit into your overall compensation obj ectives.  See Items 402(b)(1)(ii), (v), and
(vi) of Regulation S-K.  Please advise.

Executive Compensation, page 12

Summary of Cash and Other Compensation, page 12
 18. Please explain why you disclosed profit shar ing plan payments under the “Non-Equity
Incentive Compensation” column, rather than under the “All Other Compensation”
column, of your summary compensation table.  We note, for example, that your profit
sharing plan lacks a performance measure com ponent and that your contributions to each
participant are limited by IRS Section 415.  Please refer to Items 402(a)(6)(iii) and
(c)(2)(ix)(E) of Regulation S-K.
 Certain Relationships and Re lated Transactions, page 32

 19. We note that unless delegated to your compensation committee, your audit committee is
required to review and approve all related pa rty transactions.  In future filings, please
describe the standard applied by your aud it committee in determining whether related
party transactions should be approved, ratified, or rejecte d.  See Item 404(b)(1)(ii) of
Regulation S-K.

*    *    *    *

  Please respond to these comments within 10 business days, or tell us when you will provide us with a response.  Pleas e provide us with a response le tter that keys your responses to
our comments and provides any requested informa tion.  Detailed letters greatly facilitate our

Mr. William Spengler
October 23, 2009 Page 7  review.  Please file your response on EDGAR as  a correspondence file.  Please understand that
we may have additional comments after re viewing your responses to our comments.

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 in cludes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

 In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission 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 federa l securities laws of  the United States.
  In addition, please be advi sed that the Division of En

CORRESP
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filename1.htm

corresp

SMITH & WESSON HOLDING CORPORATION

2100 Roosevelt Avenue

Springfield, Massachusetts 01104

September 10, 2009

VIA FACSIMILE (703-813-6968) AND EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Attention:

    Sherry Haywood

          Re:

    Smith & Wesson Holding Corporation

Form S-3

File No. 333-160911

Ladies and Gentlemen:

     In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of
1933, as amended, Smith & Wesson Holding Corporation (the “Company”) hereby requests that the
effective date of the above-captioned Registration Statement be accelerated to 3:00 p.m., Eastern
time, on Friday, September 11, 2009, or as soon as practicable thereafter.

     The Company acknowledges that (1) should the Commission or staff, acting pursuant to delegated
authority, declare the Registration Statement effective, it does not foreclose the Commission from
taking any action with respect to the Registration Statement, (2) the action of the Commission or
the staff, acting pursuant to delegated authority, in declaring the Registration Statement
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy
of the disclosure in the Registration Statement, and (3) the Company may not assert staff comments
and 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.

    Very truly yours,

    SMITH & WESSON HOLDING CORPORATION

    By:

    /s/ Michael F. Golden

    Name:

    Michael F. Golden

    Title:

    President and Chief Executive Officer

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SMITH & WESSON HOLDING CORPORATION

2100 Roosevelt Avenue

Springfield, Massachusetts 01104

September 9, 2009

VIA FACSIMILE (703-813-6968) AND EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Sherry Haywood

    Re:

     Smith & Wesson Holding Corporation

Form S-3

File No. 333-160911

Ladies and Gentlemen:

     Smith & Wesson Holding Corporation (the “Company”) hereby requests the withdrawal of its
request that the Commission accelerate the effective date of the above-captioned Registration
Statement. The Company’s original request for acceleration was made by letter dated September 4,
2009.

    Very truly yours,

SMITH & WESSON HOLDING CORPORATION

    By:

/s/  Michael F. Golden

    Name:
    Michael F. Golden

    Title:
    President and Chief Executive Officer

CORRESP
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SMITH & WESSON HOLDING CORPORATION

2100 Roosevelt Avenue

Springfield, Massachusetts 01104

September 4, 2009

VIA FACSIMILE (703-813-6968) AND EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Sherry Haywood

              Re:

    Smith & Wesson Holding Corporation

Form S-3

File No. 333-160911

Ladies and Gentlemen:

          In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of
1933, as amended, Smith & Wesson Holding Corporation (the “Company”) hereby requests that the
effective date of the above-captioned Registration Statement be accelerated to 10:00 a.m., Eastern
time, on Wednesday, September 9, 2009, or as soon as practicable thereafter.

          The Company acknowledges that (1) should the Commission or staff, acting pursuant to delegated
authority, declare the Registration Statement effective, it does not foreclose the Commission from
taking any action with respect to the Registration Statement, (2) the action of the Commission or
the staff, acting pursuant to delegated authority, in declaring the Registration Statement
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy
of the disclosure in the Registration Statement, and (3) the Company may not assert staff comments
and 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.

    Very truly yours,

    SMITH & WESSON HOLDING CORPORATION

    By:

Name:

    /s/ Michael F. Golden

Michael F. Golden

    Title:

    President and Chief Executive Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Via U.S. Mail and Facsimile

Mail Stop 4631
August 18, 2009
 Michael F. Golden President and Chief Executive Officer Smith & Wesson Holding Corporation 2100 Roosevelt Avenue Springfield, Massachusetts 01104
Re: Smith & Wesson Holding Corporation
  Registration Statement on Form S-3
Filed July 30, 2009
  File No. 333-160911

Dear Mr. Golden:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. We note that each share of common stock you register will include one preferred
stock purchase right.  Please revise to register the pref erred stock purchase rights and
revise the disclosure throughout the regist ration statement accordingly.  Please also
have counsel revise its opinion accordi ngly.  Please refer to Question 116.16 of the
Securities Act Forms Compliance and Disclosure Interpretations, which are available on our website at http://www.sec.gov/divisions/c orpfin/guidance/safinterp.htm
.

Mr. Michael F. Golden
Smith & Wesson Holding Corporation
August 18, 2009 Page 2   Undertakings, page II-2

2. Please revise to furnish the appropriate  undertaking required by Item 512(a)(5) of
Regulation S-K.
 Exhibit 5.1

3. The assumption set forth in the fourth pa ragraph regarding the payment of taxes,
penalties and interest is not  appropriate.  Please have counsel revise its opinion
accordingly.

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
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 all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  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 even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission 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.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

Mr. Michael F. Golden
Smith & Wesson Holding Corporation August 18, 2009 Page 3
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 Please contact Sherry Haywood , Staff Attorney at 202-551-3345 or Andrew
Schoeffler, Senior Attorney at ( 202) 551-3748 with any other questions.

     S i n c e r e l y ,          Pamela Long
     A s s i s t a n t  D i r e c t o r
 cc: Robert S. Kant, Esq.
 Brian H. Blaney, Esq.  Jeremy D. Zangara, Esq.  Greenberg Traurig, LLP  2375 East Camelback Road, Suite 700  Phoenix, Arizona  85016

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 7010
February 25, 2008
  Mr. John A. Kelly Chief Financial Officer Smith & Wesson Holding Corp. 2100 Roosevelt Avenue Springfield, MA  01104

 RE: Form 10-K for the fiscal  year ended April 30, 2007
Forms 10-Q for the periods ended Ju ly 31, 2007 and October 31, 2007
  File No. 1-31552

Dear Mr. Kelly:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any further questions regard ing our review of your filings, please
direct them to Jeffrey Gordon, Staff Accountan t, at (202) 551-3866 or, in his absence, to
the undersigned at (202) 551-3689.          S i n c e r e l y ,           John Hartz        Senior Assistant Chief Accountant

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John A. Kelly

Chief Financial Officer

February 21, 2008

Mr. Jeffrey Gordon

Staff Accountant

U.S. Securities & Exchange Commission

100F Street

Mail Stop 7010

Washington D.C. 20549

Re: File No. 1-31552

Dear Mr. Gordon:

The following is in response to your letter of February 7, 2008:

Note 22 — Commitments and Contingencies, page F-36

Litigation, page F-37

    1.

    As of April 30, 2007, you have accrued reserves for product liability of $9 million,
$2.9 million of which is classified as current. We also note the following:

    -

    As noted on pages 48 and F-15, you provide reserves for potential product liability
defense costs. We assume these defense costs are recorded in the product liability
accrual. Tell us, and revise future filings to explain, whether you accrue for probable
and estimable settlements in addition to defense costs.

    -

    As noted on page F-37, the product liability accrual includes amounts for defense
costs and asserted and unasserted claims. You believe that although it is uncertain
whether the outcome of these claims will have a material adverse effect on your
consolidated financial position, results of operations, or cash flows, you do not
anticipate a material adverse judgment and intend to vigorously defend yourselves.

    -

    In the years ended April 30, 2007, 2006, and 2005, you paid $65,798.50, $0, and
$4,535, respectively, in defense and administrative cost relative to product liability
and municipal litigation. In addition, you spent $25,000,

    $15,000 and
$0, respectively, in those fiscal years in settlement fees relative to product liability
cases.

    -

    In fiscal 2007, 2006, and 2005, you recorded expense (income) of $159,052, $87,734,
and ($2.9 million), respectively, to recognize changes in your product and municipal
litigation liability. The income in fiscal 2005 was due to a reduction in reserves due to
favorable outcomes in product and municipal cases, as well as to reflect the initiation of
insurance coverage.

Considering your conclusions on the potential for additional losses, the minimal periodic amounts
spent and recorded, it is unclear to us why you have recorded $9 million in product liabilities,
all of which you assume to be probable and estimable. Please advise.

Company Response - As of April 30, 2007, there were no settlements anticipated for any of our
product liability cases; therefore, since none were probable or estimable, no provision for
settlements were included in the product liability accrual. We will clarify in future filings.

With regards to the total reserve of $9 million, the reserve consists of both traditional product
liability cases and the municipal litigation. Approximately, $5.3 million of the $9 million
reserve is related to the municipal litigation. We have satisfied the deductible for insurance
with regards to these cases. As a result, all future cost are covered by insurance. Our balance
sheet includes a $4.7 million receivable from insurers for reimbursement of these future costs.
The difference between the liability of $5.3 million and the $4.7 million receivable represents
defense costs incurred but not yet billed to us by the insurer. Our reserves for the municipal
litigation assume the cost of a full trial and based upon our interpretation of the facts, assume a
favorable outcome. The cost of the trial is based upon our experience with similar cases and the
advice of legal counsel. As a result of the passage of the Protection of Lawful Commerce in Arms
Act, motions to dismiss the remaining municipal cases are currently being heard by the courts.
While these motions are being heard, there is very little activity and related costs being
incurred.

The remaining $3.7 million reserve of the $9.0 million as of April 30, 2007 is for the traditional
product liability cases. Approximately $2.6 million is for specific cases and the remaining $1.1
million is a reserve for cases incurred but not yet reported. Of the $2.6 million for specific
cases, approximately $540 thousand is for defense costs incurred but not yet billed to us by the
insurer. Finally, in January 2007, Smith & Wesson Holding Corporation acquired Thompson/Center
Arms. Their product liability reserve of $1.4 million is included in the $2.6 million.

    2.

    We noted on page 48 and F-37, you state that the estimated range of reasonably
possible additional losses is zero. However on page F-36, you also state that a range of
reasonably possible losses cannot be estimated. Although we realize that any uncertainty
may be related to semantics, please help us better understand your position. In this
regard, we point out the differences between:

    -

    Estimating the range of reasonably possible additional losses to be zero, meaning it
is not reasonably possible that losses in excess of the amounts could be material, or:

    -

    Estimating that it is reasonably possible that additional losses could be material,
but the range cannot be estimated.

Please note that the distinction may be considered significant, because the former view is that
additional losses are remote and the latter is that they are reasonably possible. Please advise.

Company Response — We accrue for costs related to product liability based upon the test of whether
the liability is probable and estimable as defined in Statement of Financial Accounting Standards
(“SFAS”) No. 5. Our disclosure on page F-37 and on page 48 addresses the fact that although it is
reasonably possible that losses related to an unfavorable outcome could be material, a range of
reasonably possible losses could not be estimated. We will clarify in future filings as requested.

    3.

    In order for us to better understand the impact of product liabilities on your
company, please provide us with the following:

    -

    A roll-forward of activity for the product liability accrual alone, for each
presented and most recent interim period. Show the beginning balance, expenditures,
adjustments and current additions to expense. Break out legal and administrative expense
and settlement amounts by both type and period recorded. Provide a reasonable detailed
narrative explaining the activity.

    -

    An analysis of the April 30, 2007 and the accrual at the most recent interim period
showing the components (legal, admin, settlements) and reconciling such amounts to the
asserted and unasserted claims, and explaining why each amount is probable and estimable.

Company Response

    Defense

    Beginning

    Costs

    Settlement

    Ending

    Balance

    Expense

    Paid

    Paid

    Other

    Balance

    Year ended April 30, 2005

    $
    2,478,415

    $
    (485,320
    )

    $
    (1,818
    )

    $
    0

    $
    100,000
    (a)

    $
    2,091,277

    Year ended April 30, 2006

    $
    2,091,277

    $
    90,323

    $
    0

    $
    (15,000
    )

    $
    0

    $
    2,166,600

    Year ended April 30, 2007

    $
    2,166,600

    $
    158,388

    $
    0

    $
    (25,000
    )

    $
    1,395,852
    (b)

    $
    3,695,840

    Six months ended October 31, 2007

    $
    3,695,840

    $
    402,751

    $
    (181,296
    )

    $
    0

    $
    0

    $
    3,917,295

Notes:

(a) Reclass of escrow held by insurer to other
assets
 (b) Acquistion of Thompson/Center Arms
in January 2007

In addition to the notes above, the reduction in expense shown for the year ended April 30, 2005
represents a reduction in our estimate for cases where there has been an incident that has not yet
been reported (incurred but not reported, “IBNR”). The IBNR is calculated based upon our case
history over a ten-year period to determine the expected annual cost for our more recent periods.
Generally, product liability cases are not reported immediately after the incident occurs, and it
is not uncommon for cases to be brought forward one to two years after occurrence. In fiscal 2005,
based upon our review of the analysis, we reduced the expected number of cases in the IBNR portion
of our reserve. This resulted in an approximately $800,000 reduction in expenses.

As mentioned earlier, defense costs have been incurred and paid by the insurer, but the Company has
not yet been billed; therefore, no activity is shown in the defense costs paid column for fiscal
2006 and 2007. Based upon our records, we believe this number to be approximately $715,000
pertaining to product liability cases.

Settlement costs represent one case in fiscal 2006 and two cases in fiscal 2007.

Of the balances of $3.7 million as of April 30, 2007 and $3.9 million as of October 31, 2007 all of
the accrual is for defense. No settlements are contemplated in these reserves nor do we believe
that any case merits a provision for an adverse outcome. Of the $3.7 million as of April 30, 2007,
approximately $2.6 million is for specific cases and $1.1 million is for IBNR cases. Of the $3.9
million as of October 31, 2007, approximately $2.7 million is for specific cases and $1.2 million
is for IBNR cases. The reserves for the $2.7 million in specific cases are determined based upon
our consultations with counsel regarding the nature and complexity of each individual case and the
probable course to conclusion. Of the $2.7 million, approximately, $715,000 is expenses already incurred but not yet
billed to us by the insurer. The IBNR reserve is based upon the calculation detailed above which
develops an average number of cases per year and the related costs to closure.

In connection with this response, we acknowledge that we are responsible for the adequacy and
accuracy of the disclosures in our filings. Furthermore, we acknowledge that staff comments or
changes to disclosures in response to staff comments do not preclude the Commission from taking any
action with respect to the filing. Finally, we acknowledge that we 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.

We hope that this resolves the questions as outlined in your memo. Should you have any further
questions please do not hesitate to contact me.

Sincerely,

John A. Kelly

Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 7010
February 7, 2008
  Mr. John A. Kelly Chief Financial Officer
Smith & Wesson Holding Corp.
2100 Roosevelt Avenue Springfield, MA  01104
 RE: Form 10-K for the fiscal  year ended April 30, 2007
Forms 10-Q for the periods ended Ju ly 31, 2007 and October 31, 2007
  File No. 1-31552

Dear Mr. Kelly:
We have limited our review to  those issues we have addressed in our comments.
If you disagree with a comment, we will c onsider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. John A. Kelly
Smith & Wesson Holding Corp.
February 7, 2008 Page 2 of 4
FORM 10-K FOR THE YEAR ENDED APRIL 30, 2007

 Note 22 – Commitments and Contingencies, page F-36

 Litigation, page F-36

1. As of April 30, 2007 you have accrued rese rves for product liability of $9 million,
$2.9 million of which is classified as current. We also note the following:

- As noted on pages 48 and F-15, you provide reserves for potential product liability defense costs.  We assume th ese defense costs are recorded in the
product liability accrual.  Tell us, and revi se future filings to explain, whether
you accrue for probable and estimable settle ments in addition to defense costs.

- As noted on page F-36, the product liability accrual includes amounts for defense costs for asserted and unasserted claims.  You believe that although it is uncertain whether the outcome of these claims will have a material adverse effect on your consolidated financial position, results of operations, or cash flows, you do not anticipate a material adverse judgment and intend to
vigorously defend yourselves.

- In the years ended April 30, 2007, 2006 and 2005, you paid $65,798, $0, and
$4,535, respectively, in defense and admini strative costs relative to product
liability and municipal litigati on.  In addition, you spent $25,000, $15,000,
and $0, respectively, in those fi scal years in settlement fees relative to product
liability cases.

- In fiscal 2007, 2006, and 2005, you recorded expense (income) of $159,052, $87,734, and ($2.9 million), respectively, to recognize changes in your product and municipal litigation liabilit y.  The income in fiscal 2005 was due
to a reduction in reserves due to favorable outcomes in product and municipal cases, as well as to reflect the in itiation of insurance coverage.

Considering your conclusions on the potenti al for additional losses, the minimal
periodic amounts spent and r ecorded, it is unclear to us why you have recorded $9
million in product liabilities, all of which you assume to be probable and estimable losses.  Please advise.

Mr. John A. Kelly
Smith & Wesson Holding Corp.
February 7, 2008 Page 3 of 4
2. We note that on page 48 and F-36, you state that the estimated range of reasonably possible additional losses is  zero.  However on page F-36, you also
state that a range of reasonably possible losses cannot be estimated .  Although we
realize that any uncertainty may be relate d to semantics, please help us better
understand your position.  In this regar d, we point out the difference between:

- Estimating the range of reasonably possible additional losses to be zero, meaning it is not reasonably possible that losses in excess of the amounts
accrued could be material, or:
- Estimating that it is reasonably possible that addi tional losses could be
material , but the range cannot be estimated.

Please note that the distinction may be c onsidered significant, because the former
view is that additional losse s are remote and the latter is  that they are reasonably
possible.  Please advise.

3. In order for us to better understand th e impact of product liabilities on your
company, please provide us with the following:

- A roll-forward of activity for the product liability accrual alone, for each year presented and the most recent interim period.  Show the beginning balance,
expenditures, adjustments and current a dditions to expense.   Break out legal
and administrative expense and settle ment amounts by both type and period
recorded.  Provide a reasonable detail ed narrative explaining the activity.
- An analysis of the April 30, 2007 and the accrual at the most recent interim
period showing the components (legal, admin, settlements) and reconciling such amounts to the asserted and una sserted claims, and explaining why each
amount is probable and estimable.

*    *    *    *
 Please respond to these comments within  10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review.  Please file your supplemental response on EDGAR as a correspondence file.  Please understand that we may have additional comments after reviewing your responses to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information required under the Securities Ex change Act of 1934 and that they have
provided all information investors require fo r an informed decision.  Since the company

Mr. John A. Kelly
Smith & Wesson Holding Corp. February 7, 2008 Page 4 of 4   and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
 • staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission 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.
   In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 If you have any questions regarding these co mments, please direct them to Jeffrey
Gordon, Staff Accountant, at (202) 551-3866 or, in his absen ce, to the undersigned at
(202) 551-3689.
       S i n c e r e l y ,
          John Hartz        Senior Assistant Chief Accountant

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SMITH & WESSON HOLDING CORPORATION

2100 Roosevelt Avenue

Springfield, Massachusetts 01104

June 25, 2007

Via Facsimile (202-772-9368) and EDGAR

Securities
and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention: Matt Franker

              Re:

    Smith & Wesson Holding Corporation

Form S-3

File No. 333-141231

Ladies and Gentlemen:

          In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of
1933, as amended, Smith & Wesson Holding Corporation (the “Company”) hereby requests that the
effective date of the above-captioned Registration Statement be accelerated to 5:00 p.m., Eastern
time, on June 26, 2007, or as soon as practicable thereafter.

          The Company acknowledges that (1) should the Commission or staff, acting pursuant to delegated
authority, declare the Registration Statement effective, it does not foreclose the Commission from
taking any action with respect to the Registration Statement, (2) the action of the Commission or
the staff, acting pursuant to delegated authority, in declaring the Registration Statement
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy
of the disclosure in the Registration Statement, and (3) the Company may not assert staff comments
and 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.

          As soon as the Commission has declared the Registration Statement effective, please call
Robert S. Kant at Greenberg Traurig, LLP at (602) 445-8302, and then send written confirmation to
the addresses listed on the cover of the Registration Statement.

    Very truly yours,

SMITH & WESSON HOLDING CORPORATION

    By:
    /s/ John A. Kelly

    Name:
    John A. Kelly

    Title:
    Chief Financial Officer

cc:      Robert S. Kant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
         DIVISION OF
CORPORATION FINANCE

June 7, 2007

Mail Stop 7010

By U.S. Mail and facsimile to (602) 445-8100

Michael F. Golden
President and Chief Executive Officer
Smith & Wesson Holding Corporation
2100 Roosevelt Avenue
Springfield, Massachusetts 01104

Re:  Smith & Wesson Holding Corporation
 Response Letter to Comments Issued April 10, 2007
Regarding Registration Statement on Form S-3
 File No. 333-141231
Submitted May 17, 2007

Dear Mr. Golden:

We have limited our review of your filing to those issues we have addressed in
our comments below.  We welcome any que stions you may have about our comments or
any other aspect of our review.  Feel free to call us at the te lephone numbers listed at the
end of this letter.

General

1. When you file an amendment to your regi stration statement, please disclose your
response to prior comment 3.

2. We note your response to comment 4 of our letter dated April 10, 2007.  In your
amendment, please disclose the proceeds and amount of possible payments as set
forth in your response.

3. Please also disclose the tabul ar disclosure provided in response to comment 9 of
our April 10, 2007, comment letter.

Table of Contents

4. We note your proposed revisi ons to prior comment 12.  Please delete the first

Michael F. Golden
Smith & Wesson Holding Corporation
June 7, 2007 Page 2
sentence under the About this Prospectus caption or otherwise revise to remove
the implication that invest ors are not entitled to rely  upon information contained
in your public filings that are not incorpor ated by reference into your prospectus
or an accompanying prospectus supplement.

Risks Related to the Notes and Common Stock, page 16

5. We note your proposed response to comm ent 14 of our letter dated April 10,
2007.  Please expand your disclosure under this  risk factor heading to disclose the
substance of your responses to comment s 10 and 15 of our prior letter with
respect to short sales by the selling shareholders.

Closing Comment

6. Please also review the representations re quested on page of our letter dated April
10, 2007, and provide these representations in the form requested.

Please contact Matt Franker, Staff Attorn ey, at (202) 551-3749 or me at (202)
551-3767 with any questions.

Sincerely,

Jennifer R. Hardy
Branch Chief

cc: Robert S. Kant
Greenberg Traurig, LLP
2375 East Camelback Road, Suite 700
Phoenix, Arizona 85016

CORRESP
1
filename1.htm

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;

Securities and Exchange Commission

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:

Securities and Exchange Commission

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

Securities and Exchange Commission

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;

Securities and Exchange Commission

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
         DIVISION OF
CORPORATION FINANCE

April 10, 2007

Mail Stop 7010

By U.S. Mail and facsimile to (602) 445-8100

Michael F. Golden
President and Chief Executive Officer
Smith & Wesson Holding Corporation
2100 Roosevelt Avenue
Springfield, Massachusetts 01104

Re:  Smith & Wesson Holding Corporation
 Registration Statement on Form S-3
Filed March 12, 2007
 File No. 333-141231

Dear Mr. Golden:

We have limited our review of your filing to those issues we have addressed in
our comments below.  Where indicated, we  think you should revise your documents in
response to these comments.  If you disagree, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask you to provide us
with supplemental information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. 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 th e noteholders.  Submit a revised opinion
of counsel reflecting this revision.

Michael F. Golden
Smith & Wesson Holding Corporation
April 10, 2007 Page 2

2. 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 ma ximum number of shares needed in your good faith
estimate.  As such, please delete refere nce to Rule 416 from the footnotes to the
fee table that appears on the cove r of the registration statement.

3. Please provide us, with a view toward disc losure in the prospectus, with the total
dollar value of the securi ties underlying the convertib le notes that you have
registered for resale (using the number of underlying securities that you have registered for resale and the market pri ce per share for those securities on the date
of the sale of the convertible notes).

4. Please provide us, with a view toward disc losure 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 ma ke to any selling shareholder, any
affiliate of a selling shareholder, or any person with whom any selling shareholder has a contractual relationsh ip regarding the transacti on (including any interest
payments, liquidated damages, payments  made to “finde rs” or “placement
agents,” and any other payments or poten tial payments).  Please provide footnote
disclosure of the terms of each such payment.  Please do not include any repayment of principal on the conve rtible notes in this disclosure.

Further, please provide us, with a view to ward 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.

5. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of:
• the total possible profit the selling shar eholders could rea lize as a result of
the conversion discount for the securities underlying the convertible notes,
presented in a table with the followi ng information disclosed separately:
• the market price per share of  the securities underlying the
convertible notes on the date of th e 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 a fixed price, use
the price per share established in the convertible notes; and
• if the conversion price per shar e 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 ra te per share on the date of

Michael F. Golden
Smith & Wesson Holding Corporation
April 10, 2007 Page 3
the sale of the convertible  notes and determine the
conversion price per share as of that date;
• the total possible shares unde rlying the convertible notes
(assuming no interest payments and complete conversion throughout the term of the note);
• the combined market price of th e 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;
• 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 ma rket price as of the date of the
sale of the convertible notes, ca lculated by subtracting the total
conversion price on the date of th e 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.

6. Please provide us, with a view toward disc losure 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 ar e held by the selling shareholders or
any affiliates of the selling shareholders, presented in a table with the following information disclosed separately:
• market price per share of the unde rlying securities on the date of
the sale of that other security;
• the conversion/exercise price per shar e as of the date of the sale of
that other security, cal culated as follows:
• if the conversion/exercise pric e 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 pric e per share is not set at a
fixed price and, instead, is set at a floating rate in

Michael F. Golden
Smith & Wesson Holding Corporation
April 10, 2007 Page 4
relationship to the market pr ice of the underlying security,
use the conversion/exercise di scount rate and the market
rate per share on the date of th e sale of that other security
and determine the conversion price per share as of that date;
• the total possible shar es to be received under the particular
securities (assuming comple te 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 c onversion price on the date of the
sale of that other security a nd the total possible number of
underlying shares; and
• the total possible discount to the ma rket price as of the date of the
sale of that other security, cal culated 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.

7. Please provide us, with a view toward disc losure 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 2, 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 secu rities underlying the convertible
notes and 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 that is disclo sed in response to comments 3-4, above.

Further, please provide us, with a view toward disclosure in the
prospectus, with disclosure—as a percen tage—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 underlyi ng the convertible note s, 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 pe rcentage averaged
over the term of th e convertible notes.

Michael F. Golden
Smith & Wesson Holding Corporation
April 10, 2007 Page 5
8. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure of all prior securities transact ions 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 pr ior to the transaction;
• 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, affiliate s of the company, or affiliates of the
selling shareholders;
• the number of shares of the class of securities subject to the transaction
that were issued or issuable in connection with the transaction;
• the percentage of total is sued and outstanding securities that were issued
or issuable in the transaction (assuming full issuance), with the percentage calculated by taking the number of sh ares issued and outstanding prior to
the applicable transaction and held by persons other than the selling
shareholders, affiliates of the company, or affiliates of the selling shareholders, and dividing that number by the number of shares issued or
issuable in connection with the applicable transaction;
• the market price per share of the cl ass of securities subject to the
transaction immediately prior to the tran saction (reverse sp lit adjusted, if
necessary); and
• the current market price per share of the class of securities subject to the
transaction (reverse split adjusted, if necessary).

9. Please provide us, with a view toward disc losure in the prospectus, with tabular
disclosure comparing:
• the number of shares outstanding prior to the convertible notes transaction
that are held by persons other than the selling shareholders, affiliates of
the company, and affiliates of  the selling shareholders;
• the number of shares registered for re sale by the selling shareholders or
affiliates of the selling shareholders in prior registration statements;
• the number of shares registered for re sale by the selling shareholders or
affiliates of the selling shareholders that continue to be held by the selling shareholders or affiliates of the selling shareholders;
• the number of shares that have been so ld in registered resale transactions
by the selling shareholders or affiliates of the selling shareholders; and
• the number of shares registered fo r resale on behalf of the selling
shareholders or affiliates of the selling shareholders in the current

Michael F. Golden
Smith & Wesson Holding Corporation
April 10, 2007 Page 6
transaction.

In this analysis, the calculation of th e number of outstanding shares should
not include any securities  underlying any outstanding convertible securities,
options, or warrants.

10. Please provide us, with a view toward di sclosure in the prospectus, with the
following information:
• whether the issuer has the intention, and a reasonable  basis to believe that
it will have the financial ability, to  make all payments on the overlying
securities; and
• whether—based on information obtained from the selling shareholders—
any of the selling shareholders have  an existing short position in the
company’s common stock and, if any of the selling shareholders have an
existing short position in the comp any’s stock, the following additional
information:
• the date on which each such selli ng shareholder entered into that
short position; and
• the relationship of the date on which each such selling shareholder
entered into that short position to the date of th e announcement of
the convertible notes transaction and the filing of the registration
statement (e.g.,  before or after the announcement of the
convertible notes transaction, before  the filing or after the filing of
the registration statement, etc.).

11. Please provide us, with a view toward disclosure in the prospectus, with:
• a materially complete description of  the relationships and arrangements
that have existed in the past three years or are to be performed in the
future 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 c ontractual relationship regarding the
transaction (or any predecessors of those persons)—the information
provided should include, in reasonable detail, a complete description of
the rights and obligations of the partie s in connection with the sale of the
convertible notes; and
• copies of all agreements between th e issuer (or any of its predecessors)
and the selling shareholders, any affili ates of the selling shareholders, or
any person with whom any selling shareholder has a contractual relationship regarding th e transaction (or any predecessors of those
persons) in connection with the sa le of the convertible notes.

 If it is your view that  such a description of  the relationships and
arrangements between and among those pa rties already is presented in the
prospectus and that all agreements between and/or among those parties are

Michael F. Golden
Smith & Wesson Holding Corporation
April 10, 2007 Page 7
included as exhibits to the registrati on statement, please provide us with
confirmation of your view in this regard.

Table of Contents

12. We note your statement cautioning reliance on information contained within or
incorporated by reference into the prospectus, as well as on any prospectus
supplement.  Please revise to clarify that investors are entitled to rely on
information contained in your other public filings.

Prospectus Summary, page 1
The Offering, page 3

13. We note your statement that the conversion rate of the convertible notes may be
“subject to adjustment in certain events.”

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

      March 6, 2006

via U.S. mail and facsimile

Michael F. Golden
President and Chief Executive Officer
Smith & Wesson Holding Corporation
2100 Roosevelt Avenue
Springfield, MA  01104

	RE:	Smith & Wesson Holding Corporation
Form 10-K for the fiscal year ended April 30, 2005
Forms 10-Q for the fiscal quarters ended October 31, 2005 and July
31, 2005
		File No. 1-31552

Dear Mr. Golden:

	We have completed our review of your Form 10-K and related
filings and have no further comments at this time.

	If you have any further questions regarding our review of
your
filings, please contact Meagan Caldwell at (202) 551-3754 or, in
her
absence, Jeanne Baker, Assistant Chief Accountant at (202) 551-
3691.

							Sincerely,

							Rufus Decker
							Accounting Branch Chief

??

??

??

??

Mr. Gary T. Steele
March 9, 2005
Page 1 of 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

corresp

John A. Kelly

Chief Financial Officer

February 17, 2006

Division of Corporation Finance

Securities and Exchange Commission

450 5th Street, NW

Washington, D.C. 20549-0404

Attn: Rufus Decker

    Re:

    Smith & Wesson Holding Corporation

Form 10-K for the fiscal year ended April 30, 2005

Forms 10-Q for the fiscal quarters ended October 31, 2005 and July 31, 2005

SEC File No. 1-31552

Dear Mr. Decker:

Regarding your letter dated January 27, 2006 the following information is provided:

Form 10-K for Fiscal Year Ended April 30, 2005

Item 9A. Controls and Procedures, page 41

    1.

    Your disclosure states “other than as described above, there were no changes in [your]
internal control over financial reporting during the quarter ended April 30, 2005 that have
materially affected, or is reasonably likely to materially affect, [your] internal control
over financial reporting.” In future filings, please avoid using phrases that include
“other than” wording, which may appear contradictory when disclosing changes which occurred
in your internal controls during the recent fiscal quarter.

    Response — We will incorporate this change in future filings.

Significant Accounting Policies, page F-8

Warranty, page F-13

    2.

    We have the following comments on your obligations under the lifetime warranty to the
original purchasers of your new firearm products.

    •

    In future filings provide a discussion in MD&A to address the changes in your
warranty provisions. Specifically address why your provision has decreased period
over period while your product sales have increased.

    •

    Separately present your provision for new warranties issued from adjustments to
your provisions. Refer to paragraph 14b of FIN 45. Ensure that MD&A adequately
address the material changes in the components of your warranty reserve, including
any relevant trend information, and your expectations regarding the impact on future
liquidity and results of operations.

    •

    Present the changes in your accrued warranties for each period you have presented
a statement of operations. Refer to paragraph 14b of FIN 45.

    Response — We will incorporate these items in future filings.

16. Self-Insurance Reserves, page F-20

    3.

    We note your disclosures included in this footnote as well as your disclosures
presented within your critical accounting policies and Management’s Discussion and Analysis
and have the following comments.

    •

    Expand your critical accounting policy to provide a more comprehensive discussion
of the material judgments and assumptions management utilized in determining your
reserves from potential product liabilities.

    Response — We will incorporate this into future filings.

    •

    You indicate that you provide reserves for potential product liability costs
exclusive of any insurance reimbursements. However, your disclosure in Management’s
Discussion and Analysis for the six months ended October 31, 2005 indicated that
gross profit increased because of a $2.2 million favorable adjustment to your
municipal litigation reserves as a result of an agreement with one of your insurance
carriers. Please tell us supplementally and expand future filings to clarify how
and when you record insurance recoveries and why the agreement with one of your
insurance carriers resulted in an adjustment to your reserve. Confirm and clarify
in future filings that you only record receivables from your insurance when they are
probable.

    Response — We only record receivables from our insurers when they are probable. The $2.2
million adjustment reflects an increase in our receivable from insurers to reflect the
agreement that they would pay defense costs that had been accrued for. There was no change
in liabilities since they had already been accrued; rather there was an increase in the
receivable and a reduction to cost of goods sold as a result of the agreement. We will
clarify this in future filings.

    •

    You indicate that amounts charged to expense for the year ended April 30, 2005
were $4,993,438. We note however from the summary of activity in your reserves, the
provision reflected is net of reserve adjustments. Please tell us supplementally
and expand Management’s Discussion and Analysis in future filings to separately
address changes in your charges to the reserve separate from any reserve
adjustments. Address the nature and reasons for the reserve adjustments.

    Response — The $4,993,438 figure shown in the footnote was incorrect. There is no impact
to the financial statements; the footnote is incorrect. The recap below outlines the
expanded version as you requested and provides the revised numbers.

    As

    Reported

    Revised

    Balance at April 30, 2004

    $
    15,584,507

    $
    15,584,507

    Additional provision charged to expense

    3,255,956

    6,000,100

    Reduction in liability due to favorable
outcomes in litigation (offset by a
reduction to cost of goods sold)

    0

    (310,601
    )

    Payments

    (5,596,597
    )

    (6,081,178
    )

    Reduction in Liability (offset by a
reduction to receivable from insurers)

    (2,585,527
    )

    (4,534,489
    )

    Balance at April 30, 2005

    $
    10,658,339

    $
    10,658,339

    The reduction in product/municipal liability due to favorable outcomes in litigation

(with a corresponding reduction to cost of goods sold) is due to cases that were resolved
prior to the agreement with our insurance carrier in October 2004, or were cases for which
the insurance agreement did not apply. The reduction in liability (with a corresponding
reduction to receivable from insurers) relates to favorable outcomes in cases where we had
insurance coverage. In these cases, as a result of favorable outcomes, accrued defense
costs (and the related receivable) were no longer needed due to the favorable outcome, which
in many of the cases were summary judgment verdicts and did not require the cost of a full
trial.

    During our review in response to this comment, we found that there were instances where the
reduction in liability (offset by receivable from insurer) had been incorrectly netted
against the expense provision. In addition, payments made by insurers had not been properly
reflected in the payments line. There is no impact to the financial statements; however
the components of

    the footnote disclosure were incorrect. These revisions will be incorporated into the April
30, 2006 10-K filing.

    •

    Provide us supplementally and consider providing in future filings the activities
in your receivable from insurers account. Clarify how the activity in this account
impacts the amount reflected as an adjustment to cost of goods sold.

    Response — We will provide additional detail on our receivable from insurers in future
filings. The following is a recap of the activity in the receivables from insurers account
for the year ended April 30, 2005:

    Balance at April 30, 2004

    $
    8,279,099

    Impact of settlement with insurance carrier

    2,118,828

    Payments made by insurer on claims

    (495,284
    )

    Adjustment to receivable due to dismissal
of cases and reduction in corresponding
liability

    (4,534,489
    )

    Balance at April 30, 2005

    $
    5,368,154

    In October of 2004, one of our insurance carriers agreed to pay a portion of past and future
defense costs relative to the municipal litigation. As a result, the receivable from
insurers increased by $2,118,828 to reflect that agreement. During the year, our insurance
carriers paid $495,284 in defense costs related to the municipal litigation. The insurance
carriers paid these costs directly to the law firms. The reduction in the receivable
corresponds with an equal reduction in our liability relative to the litigation. During the
year the courts dismissed a number of cases, resulting in reduction in our estimated future
defense costs and a corresponding reduction in our receivable from insurers.

Form 10-Q for the Fiscal Quarter Ended October 31, 2005

(9) Commitments and Contingencies, page 10

    4.

    You disclosed in your Form 10-K for the fiscal year ended April 30, 2005 on page F-31
that maximum liability in product liability cases in which a dollar amount of damages is
claimed was $434 million as of April 30, 2005. Please tells us supplementally and expand
your disclosure in future filings to discuss in details and facts and circumstances,
including the cases,

    which caused the maximum liability to decrease from $434 million as of April 30, 2005 to
$0.6 million as of October 31, 2005.

    Response — The City of Chicago had filed suit against various firms, including the Company,
within the firearms industry. The complaint had alleged $433 million in damages. In November
2004, the Illinois Supreme Court affirmed a lower court’s decision granting the defendant’s
motion to dismiss in the Chicago municipal lawsuit. In May of 2005, the deadline for appeal
expired in the case. We will expand our disclosure in future filings to include significant
changes in damages sought.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,
page 19

Results of Operation, page 20

    5.

    In future filings please expand your disclosure to include more thorough analyses
regarding the changes in your results of operations for the period. Your MD&A should
include such factors as status of new products, new contracts and the status of significant
contracts entered into, and explanation for the decline in certain material sales. Your
analyses should address trends, the impact these factors have had on your results of
operations, and the potential impact you expect these to have on your future results of
operations and liquidity. The information included in your Forms 8-K reporting your
results for the fiscal quarter include analyses related to your M&P pistol series programs,
new license agreements, and anticipated contract agreements which may be useful in
providing a transparent and thorough analysis of your current and expected future results
of operations to the readers of your financial statements. See SEC Release No. 33-8350.

    Response — We will incorporate these changes in future filings.

The Company acknowledges that we are responsible for the adequacy and accuracy of disclosures. We
understand that staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing. We also understand
that we cannot 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.

I hope this has provided you with the necessary information. If you have any further questions,
please do not hesitate to contact me at (413) 747-3305.

Sincerely,

/s/ John A. Kelly

John A. Kelly

Chief Financial Officer

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 7010

January 27, 2006

Via U.S. mail and facsimile

Michael F. Golden
President and Chief Executive Officer
Smith & Wesson Holding Corporation
2100 Roosevelt Avenue
Springfield, MA  01104

	RE:	Smith & Wesson Holding Corporation
Form 10-K for the fiscal year ended April 30, 2005
Forms 10-Q for the fiscal quarters ended October 31, 2005 and July
31, 2005
		File No. 1-31552

Dear Mr. Golden:

		We have reviewed these filings and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the Fiscal Year Ended April 30, 2005

Item 9A. Controls and Procedures, page 41
1. Your disclosure states "other than as described above, there
were
no changes in [your] internal control over financial reporting
during
the quarter ended April 30, 2005 that have materially affected, or
is
reasonably likely to materially affect, [your] internal control
over
financial reporting."  In future filings, please avoid using
phrases
that include "other than" wording, which may appear contradictory
when disclosing changes which occurred in your internal controls
during the most recent fiscal quarter.

Notes to Financial Statements

3. Significant Accounting Policies, page F-8

Warranty, page F-13
2. We have the following comments on your obligations under the
lifetime warranty to the original purchasers of your new firearm
products.
* In future filings, provide a discussion in MD&A to address the
changes in your warranty provisions.  Specifically address why
your
provision has decreased period over period while your product
sales
have increased.
* Separately present your provision for new warranties issued from
adjustments to your provisions. Refer to paragraph 14b of FIN 45.
Ensure that MD&A adequately addresses the material changes in the
components of your warranty reserve, including any relevant trend
information, and your expectation regarding the impact on future
liquidity and results of operations.
* Present the changes in your accrued warranties for each period
you
have presented a statement of operations.  Refer to paragraph 14b
of
FIN 45.

16. Self-Insurance Reserves, page F-20
3. We note your disclosures included in this footnote as well as
your
disclosures presented within your critical accounting policies and
Management`s Discussion and Analysis and have the following
comments.
* Expand your critical accounting policy to provide a more
comprehensive discussion of the material judgments and assumptions
management utilized in determining your reserves from potential
product liabilities.

* You indicate that you provide reserves for potential product
liability costs exclusive of any insurance reimbursements.
However,
your disclosure in Management`s Discussion and Analysis for the
six
months ended October 31, 2005 indicates that gross profit
increased
because of a $2.2 million favorable adjustment to your municipal
litigation reserves as a result of an agreement with one of your
insurance carriers.  Please tell us supplementally and expand
future
filings to clarify how and when you record insurance recoveries
and
why the agreement with one of your insurance carriers resulted in
an
adjustment to your reserve.  Confirm and clarify in future filings
that you only record receivables from your insurances when they
are
probable.
* You indicate that amounts charged to expense for the year ended
April 30, 2005 were $4,993,438.  We note however from the summary
of
activity in your reserves, the provision reflected is net of
reserve
adjustments.  Please tell us supplementally and expand
Management`s
Discussion and Analysis in future filings to separately address
changes in your charges to the reserve separate from any reserve
adjustments.  Address the nature and reasons for the reserve
adjustments.
* Provide for us supplementally and consider providing in future
filings the activities in your receivable from insurers account.
Clarify how the activity in this account impacts the amount
reflected
as an adjustment to cost of goods sold.

Form 10-Q for the Fiscal Quarter Ended October 31, 2005

(9) Commitments and Contingencies, page 10
4. You disclosed in your Form 10-K for the fiscal year ended April
30, 2005 on page F-31 that the maximum liability in product
liability
cases in which a dollar amount of damages is claimed was $434
million
as of April 30, 2005.  Please tell us supplementally and expand
your
disclosure in future filings to discuss in detail the facts and
circumstances, including the cases, which caused the maximum
liability to decrease from $434 million as of April 30, 2005 to
$0.6
million as of October 31, 2005.

Item 2. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 19

Results of Operation, page 20
5. In future filings, please expand your disclosure to include
more
thorough analyses regarding changes in your results of operations
for
the period.  Your MD&A should include such factors as status of
new
products, new contracts and the status of significant contracts
entered into, and explanations for the declines in certain
material
product sales.  Your analyses should address trends, the impact
these
factors have had on your results of operations, and the potential
impact you expect these to have on your future results of
operations
and liquidity.  The information included in your Forms 8-K
reporting
your results for the fiscal quarter include analyses related to
your
M&P pistol series program, new license agreements, and anticipated
contract agreements which may be useful in providing a transparent
and thorough analysis of your current and expected future results
of
operations to the readers of your financial statements.  See SEC
Release No. 33-8350.

*    *    *    *

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a response letter that keys your responses to our comments
and
provides any requested information.  Detailed letters greatly
facilitate our review.  Please file your letter on EDGAR as a
correspondence file.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

      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 all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  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 connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission 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.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Meagan Caldwell, Staff Accountant, at (202) 551-
3754
or, in her absence, Jeanne Baker, Assistant Chief Accountant, at
(202) 551-3691.

							Sincerely,

							Rufus Decker
							Accounting Branch Chief

??

??

??

??

Mr. Michael F. Golden
Smith & Wesson Holding Corporation
January 27, 2006
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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CORRESP
1
filename1.htm

corresp

January 9,
2006

VIA EDGAR AND FACSIMILE (202) 772-9369

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 7010

100 F Street, N.E.

Washington, D.C. 20549

Attention: Lesli Sheppard

         Re:

    Smith & Wesson Holding Corporation

Registration Statement on Form S-3

File No. 333-130634

Ladies and Gentlemen:

     In accordance
with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended,
on behalf of Smith & Wesson Holding Corporation (the "Company") we hereby request that the effective
date of the above-referenced Registration Statement be accelerated to 2:00 p.m., Eastern Standard
Time, on Tuesday, January 10, 2006 or as soon as practicable thereafter.

     The Company
acknowledges that (1) should the Commission or staff, acting pursuant to delegated authority,
declare the Registration Statement effective, it does not foreclose the Commission from taking
any action with respect to the filing, (2) the action of the Commission or the staff, acting
pursuant to delegated authority, in declaring the Registration Statement effective does not
relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing, and (3) the Company may not assert such action as a defense
in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

    Sincerely,

    /s/Robert S. Kant

    cc:

    Michael F. Golden
President and CEO

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 7010

      January 6, 2006

Michael F. Golden
President and Chief Executive Officer
Smith & Wesson Holding Corporation
2100 Roosevelt Avenue
Springfield, MA 01104

Re:	Smith & Wesson Holding Corporation
	Registration Statement on Form S-3
	Filed on December 22, 2005
	File No. 333-130634
   	Form 10-K/A for the fiscal year ended April 30, 2005
      Form 10-Q for the quarter ended October 31, 2005
      File No. 1-31552

Dear Mr. Golden:

      We have limited our review of your filing to those issues we
have addressed on our comments.  Where indicated, we think you
should
revise your documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Risk Factors, page 3
We are currently involved in numerous lawsuits, page 3

1. We note your response to comment 7 in our letter dated November
1,
2005 and your revised disclosure in the last sentence of the first
paragraph of this risk factor.  Please revise further to clarify
the
risk and explain what impact this would have on your company.

We face risks associated with international trade and currency
exchange, page 8

2. We note your response to comment 9 in our letter dated November
1,
2005.  Please tell us the names of the 50 countries where you sell
your products.  We may have further comment based on your
response.

We are subject to national events, page 9

3. We note your response to comment 6 in our letter dated November
1,
2005.  Please revise to clarify the risk that your company faces.
Your disclosure here appears to focus primarily on the increased
demand you have experienced since September 11, 2001.

Exhibit 5.1 -- Legal Opinion

4. Please have counsel revise to delete the term "substantive" in
the
first sentence of the second to last paragraph.

	As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
with your amendments that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendments and responses to our
comments.

      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 all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed decision.  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 the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission 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 this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Brigitte Lippmann at (202) 551-3713 or Lesli
Sheppard at (202) 551-3708 if you have questions. In this regard,
please do not hesitate to contact the undersigned at (202) 551-
3760.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Robert Kant, Esq. (via facsimile 602/445-8100)
	Greenberg Traurig, LLP
	2375 East Camelback Road
	Phoenix, AZ 85016
??

??

??

??

Michael F. Golden
Smith & Wesson Holding Corporation
January 6, 2006
Page 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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