Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Thompson Elizabeth M
 2. Date of Event Requiring Statement (Month/Day/Year)
10/17/2011		 3. Issuer Name and Ticker or Trading Symbol
Booz Allen Hamilton Holding Corp [BAH]
(Last)
(First)
(Middle)
8283 GREENBORO DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) __X__ Other (specify below)
SVP & Chief Personnel Officer / Member of 13D Group
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MCLEAN, VA 22102		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 11,321 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (2) 11/19/2018 Class A Common Stock 31,670 $ 4.28 D  
Employee Stock Option (right to buy)   (3) 11/19/2018 Class A Common Stock 41,160 $ 4.28 D  
Employee Stock Option (right to buy)   (4) 11/19/2018 Class A Common Stock 22,170 $ 4.28 D  
Employee Stock Option (right to buy)   (5) 04/01/2021 Class A Common Stock 15,000 $ 18.29 D  
Employee Stock Option (right to buy)   (6) 04/01/2021 Class A Common Stock 19,500 $ 18.29 D  
Employee Stock Option (right to buy)   (7) 04/01/2021 Class A Common Stock 10,500 $ 18.29 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Thompson Elizabeth M
8283 GREENBORO DRIVE
MCLEAN, VA 22102		       SVP & Chief Personnel Officer Member of 13D Group

Signatures

By:/s/ Terence E. Kaden as Attorney-in-Fact for Elizabeth M. Thompson 10/27/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Includes 1,321 shares of restricted common stock, one-third of which vests ratably on June 30, 2012, 2013 and 2014.
(2) 18,990 options are fully vested and exercisable. The remaining options vest and become exercisable, subject to the reporting person's continued employment, ratably on June 30, 2012 and June 30, 2013. These options fully vest and become exercisable immediately prior to the effective date of certain change in control events.
(3) 24,690 options are fully vested and exercisable. The remaining options vest and become exercisable ratably on June 30, 2012 and June 30, 2013, subject to the achievement of EBITDA performance goals and to the reporting person's continued employment, with the opportunity to "catch up" on missed goals if certain performance conditions are satisfied. At the time of a change in control event, any unvested options will vest immediately prior to the effective date of the event if certain conditions are met.
(4) 13,290 options are vested and fully exercisable. The remaining options vest and become exercisable ratably on June 30, 2012 and June 30, 2013, subject to the achievement of cumulative cash flow performance goals and to the reporting person's continued employment, with the opportunity to "catch up" on missed goals if certain performance conditions are satisfied. At the time of a change in control event, any unvested options will vest immediately prior to the effective date of the event if certain conditions are met.
(5) The options vest and become exercisable, subject to the reporting person's continued employment, ratably on June 30, 2012, 2013, 2014, 2015 and 2016. These options fully vest and become exercisable immediately prior to the effective date of certain change in control events.
(6) The options vest and become exercisable ratably on June 30, 2012, 2013, 2014, 2015, and 2016, subject to the achievement of EBITDA performance goals and to the reporting person's continued employment, with the opportunity to "catch up" on missed goals if certain performance conditions are satisfied. At the time of a change in control event, any unvested options will vest immediately prior to the effective date of the event if certain conditions are met.
(7) The options vest and become exercisable ratably on June 30, 2012, 2013, 2014, 2015, and 2016, subject to the achievement of cumulative cash flow performance goals and to the reporting person's continued employment, with the opportunity to "catch up" on missed goals if certain performance conditions are satisfied. At the time of a change in control event, any unvested options will vest immediately prior to the effective date of the event if certain conditions are met.

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