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March 30, 2023

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

Re: Cadre Holdings,
Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2022
Filed March 15,
2023
File No. 001-40698

Dear Warren B. Kanders:

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 December 31, 2022

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of
Operations, Non-GAAP Measures, page 37

1. We note that you
provide Adjusted EBITDA less capital expenditures and Adjusted
EBITDA conversion rate,
which are non-GAAP measures, in this filing and in Exhibit
99.1 to your Form 8-K
dated March 15, 2023.

Please revise
future filings to appropriately describe and discuss Adjusted EBITDA
less capital
expenditures as a separate non-GAAP measure.
Tell us where you
provided and reconciled Adjusted EBITDA less capital
expenditures and
Adjusted EBITDA conversion rate to the most directly comparable
GAAP measure.
Reference Item 10(e) of Regulations S-K and Question 102.10 of
the Compliance &
Disclosure Interpretations on Non-GAAP Financial Measures.
Warren B. Kanders
Cadre Holdings, Inc.
March 30, 2023
Page 2
We reference the disclosure that Adjusted EBITDA Conversion
Rate is a liquidity
measure. Tell us your consideration of Question 102.06 of the
Compliance
& Disclosure Interpretations on Non-GAAP Financial Measures.
2. Your presentation of adjusted EBITDA includes an adjustment for a
cash-based long-term
incentive plan awarded to employees. We note a similar adjustment is
included in
Exhibit 99.1 to your Form 8-K dated March 15, 2023. Tell us the nature
of these costs and
your consideration of whether these are normal, recurring, cash
operating expenses
necessary to operate your business. Refer to Question 100.01 of the
Compliance
& Disclosure Interpretations on Non-GAAP Financial Measures.

Notes to Consolidated Financial Statements
2. Acquisitions, page 59

3. Please tell us why you did not provide the disclosures required by ASC
805-10-50-2h for
entities acquired during fiscal year 2022.
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 Christie Wong at (202) 551-3684 or Kristin Lochhead,
Senior
Accountant, at (202) 551-3664 with any questions.



Sincerely,
FirstName LastNameWarren B. Kanders
Division of
Corporation Finance
Comapany NameCadre Holdings, Inc.
Office of
Industrial Applications and
March 30, 2023 Page 2 Services
FirstName LastName