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April 19, 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
Response Dated
April 12, 2023
File No. 001-40698

Dear Warren B. Kanders:

We have reviewed your April 12, 2023 response to our comment
letter and have the
following comments. In 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 7

1. We note your response
to prior comment 1, including the draft disclosure you intend to
provide regarding
Adjusted EBITDA less capital expenditures and Adjusted EBITDA
Conversion Rate. Please
help us understand how you determined that these non-GAAP
measures which exclude
cash payments are a performance measure rather than a liquidity
measure. In this
regard, we reference your proposed disclosure that the measure "provides
investors with
important information about your core, recurring cash generation trends",
the adjustments are not
generated from the income statement, the adjustments are cash-
based rather than
accrual-based, and your non-GAAP conversion rate uses this measure as
the numerator.
Warren B. Kanders
Cadre Holdings, Inc.
April 19, 2023
Page 2


2. If you conclude that the non-GAAP measure is being presented as a
liquidity measure,
please revise future filings to reconcile it to cash flow from
operations and a conversion
rate using a comparable GAAP measure, as applicable, with prominence.
Your
disclosures should fully comply with Rule 10(e)(1)(ii)(a) of
Regulation S-K and Question
102.09 of the C&DI related to Non-GAAP Measures.

You may contact Christie Wong at 202-551-3684 or Kristin Lochhead, Senior
Accountant, at 202-551-3664 with any other questions.



Sincerely,
FirstName LastNameWarren B. Kanders
Division of
Corporation Finance
Comapany NameCadre Holdings, Inc.
Office of
Industrial Applications and
April 19, 2023 Page 2 Services
FirstName LastName