Exhibit 3.8


                           SECOND AMENDMENT TO BYLAWS
                                       OF
                       SMITH & WESSON HOLDING CORPORATION,
                              A NEVADA CORPORATION


      The Article III, Section 3 of the Bylaws is hereby amended and restated in
its entirety as follows:

            "To the extent allowed by the Articles of Incorporation, the number
            of Directors of the Corporation shall be fixed from time to time by
            resolution of the Board. Directors need not be shareholders of the
            Corporation. The Directors of the Corporation shall be elected at
            the annual meeting of the shareholders and shall serve until the
            next annual or special meeting is properly called and they, or any
            of them, are re-elected or until their successors have been elected
            and qualified."


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                            CERTIFICATE OF SECRETARY
                                       OF
                       SMITH & WESSON HOLDING CORPORATION,
                              A NEVADA CORPORATION


      The undersigned, Sherry Noreen, does hereby certify that she is the
Secretary of Smith & Wesson Holding Corporation, a Nevada corporation (the
"Company"), and that the above and foregoing is a true, complete and correct
copy of the Second Amendment to Bylaws of the Company, duly and regularly
adopted by the Board of Directors effective as of July 24, 2001.

      IN WITNESS WHEREOF, the undersigned has signed his name to this
certificate this 24th day of July, 2001.



                                  -------------------------------
                                  Sherry Noreen

                                  Secretary



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