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VIA FEDERAL EXPRESS AND EDGAR

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 Filed on October 4, 2005 File No. 333-130634

Ladies and Gentlemen:

We express our appreciation for your comments on the Registration Statement on Form S-3 of Smith & Wesson Holding Corporation, a Nevada corporation (the “Company”). On behalf of the Company, we are responding to comments on the Registration Statement provided by the staff (the “Staff”) of the Securities and Exchange Commission by letter dated January 6, 2006.

In conjunction with these responses, the Company is filing Amendment No. 1 to the Registration Statement on Form S-3 via EDGAR.

The Company’s responses to the Staff’s comments are indicated below, directly following a restatement of each comment in bold, italicized type. To further facilitate the Staff’s review, the enclosed courtesy copies of Amendment No. 1 have been marked in the margins to indicate the location of revisions made in response to the corresponding comment numbers.

1.		SEC Comment: Risk Factors, page 3. We are currently involved in numerous lawsuits, page 3. 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.

		Company Response: The risk factor has been amended to clarify the risk to and its impact on the Company.

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

		Company Response: Schedule A to this letter sets forth the countries in which the Company sells its products. The risk factor has been expanded to disclose the governmental approvals required for such sales.

3.		We are subject to national events, page 9. 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.

		Company Response: The risk factor has been amended to show the risks that the Company faces.


4.		Exhibit 5.1 — Legal Opinion *Please have counsel revise to delete the term “substantive” in the first sentence of the second to last paragraph.*

		Company Response: The legal opinion has been revised as requested.

The Company acknowledges your references regarding requests for acceleration of a registration statement, including Rules 460 and 461. The Company will include the requested acknowledgments and will endeavor to provide the Staff with adequate time after the filing of any amendment for further review before submitting a request for acceleration and provide any acceleration request at least two business days in advance of the requested effective date.

Your prompt attention to the enclosed is greatly appreciated. If you have any questions regarding this filing or the Company’s responses, please do not hesitate to contact me at (602) 445-8302 or Elizabeth Fraser of our office at (602) 445-8320.


	Sincerely,
	/s/ Robert S. Kant
	Robert S. Kant
	For the Firm

Enclosures


cc:		Michael Golden, Smith & Wesson

Greenberg Traurig, LLP