Sec Form 4 Filing - KELLY JOHN A @ SMITH & WESSON HOLDING CORP - 2008-06-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KELLY JOHN A 2. Issuer Name and Ticker or Trading Symbol SMITH & WESSON HOLDING CORP [ SWHC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO and Treasurer (Last) (First) (Middle) 2100 ROOSEVELT AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 06/27/2008 (Street) SPRINGFIELD, MA01104 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 06/27/2008 S( 1 )( 2 ) 300 D $ 5.46 55,763 D Common Stock 06/27/2008 S( 1 )( 2 ) 200 D $ 5.45 55,563 D Common Stock 06/27/2008 S( 1 )( 2 ) 700 D $ 5.36 54,863 D Common Stock 06/27/2008 S( 1 )( 2 ) 4,300 D $ 5.3 50,563 D Common Stock 06/27/2008 S( 1 )( 2 ) 500 D $ 5.29 50,063 D Common Stock 06/27/2008 S( 1 )( 2 ) 500 D $ 5.28 49,563 D Common Stock 06/27/2008 S( 1 )( 2 ) 500 D $ 5.27 49,063 D Common Stock 06/27/2008 S( 1 )( 2 ) 1,000 D $ 5.26 48,063 D Common Stock 06/27/2008 S( 1 )( 2 ) 2,500 D $ 5.25 45,563 D Common Stock 06/27/2008 S( 1 )( 2 ) 500 D $ 5.21 45,063 D Common Stock 06/27/2008 S( 1 )( 2 ) 1,333 D $ 5.2 43,730 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KELLY JOHN A 2100 ROOSEVELT AVENUE SPRINGFIELD, MA01104 CFO and Treasurer Signatures John A. Kelly 06/30/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares were sold pursuant to a 10b5-1 Sales Plan to cover taxes on the delivery of shares of common stock pursuant to restricted stock units. ( 2 )The reporting person's sale of the Issuer's common stock reported herein was matchable under section 16(b) of the Securities Exchange Act of 1934, to the extent of 5,000 shares, with the reporting person's purchase of 5,000 shares of the Issuer's comon stock at prices per share between $4.56 and $4.81 on March 10, 2008. The reporting person has agreed to pay to the Issuer, upon settlement of the sale, $3,071, representing the full amount of the profit realized in connection with the short-swing transaction.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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