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October 29, 2021

Warren B. Kanders
Chief Executive Officer
Cadre Holdings, Inc.
13386 International Pkwy
Jacksonville, FL 32218

Re: Cadre Holdings,
Inc.
Amendment No. 4 to
Registration Statement on Form S-1
Filed October 28,
2021
File No. 333-257849

Dear Mr. Kanders:

We have reviewed your amended registration statement 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.

After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.

Amendment No. 4 to Registration Statement on Form S-1

Principal Stockholders, page 93

1. Please provide us with
a detailed legal analysis explaining how you determined that the
23,450 of your shares
held by Allison Kanders' Roth IRA, the spouse of your Chief
Executive Officer, Mr.
Warren B. Kanders, and 10,914,381 of your shares held by Maui
Holdings, LLC, as to
which you disclose Mr. Kanders controls but disclaims beneficial
ownership of, are
properly excluded from the aggregate number of shares beneficially
owned by Mr. Kanders.
Alternatively, include these shares in the entries for Mr. Kanders
in the Principal
Stockholders table and revise your related "controlled company"
disclosure throughout
your prospectus. Refer to Item 403(a) of Regulation S-K and
Exchange Act Rule 13d-3
for guidance. Additionally, please note that Rule 13d-3(a) does
not qualify the
determination of beneficial ownership with the term "deem" and that
Warren B. Kanders
Cadre Holdings, Inc.
October 29, 2021
Page 2
beneficial ownership is not determined based on pecuniary interest.
Please revise
accordingly.
Exhibits, page II-3

2. We note counsel's legal opinion filed as Exhibit 5.1 relates to the
offering of "of up to
8,214,286 shares including up to 1,071,429" shares related to the
underwriters
overallotment option. We further note you are registering 6,634,616
shares of your
common stock. Please provide an updated opinion from counsel that refers
to the amount
of shares being registered.
You may contact Jeanne Bennett at 202-551-3606 or Lynn Dicker at
202-551-3616 if you
have questions regarding comments on the financial statements and related
matters. Please
contact David Gessert at 202-551-2326 or Christine Westbrook at 202-551-5019
with any other
questions.



Sincerely,
FirstName LastNameWarren B. Kanders
Division of
Corporation Finance
Comapany NameCadre Holdings, Inc.
Office of Life
Sciences
October 29, 2021 Page 2
cc: Robert L. Lawrence, Esq.
FirstName LastName