SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631         February 25, 2010    Ronald J. Knutson Senior Vice President and Chief Financial Officer Lawson Products, Inc.
1666 East Touhy Avenue
Des Plains, Illinois 60018
Re: Lawson Products, Inc.
Form 10-K for Fiscal Year Ended December 31, 2008
  File No. 0-10546

Dear Mr. Knutson:
We have reviewed your responses and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 FORM 10-K FOR FISCAL YE AR ENDED DECMEBER 31, 2008

 Prior Comments 2 and 3

 1. We note your responses to prior comments 2 and 3 and your proposed disclosures.
In future filings, please expand your proposed  disclosures to clarify and explain if
and how the “market approach” you use to estimate the fair value of your
reporting unit that includes goodwill consider s your market capitalization relative
to your net book value.  Please pr ovide us your proposed revisions
supplementally.

Ronald Knutson
Lawson Products, Inc. February 25, 2010
Page 2
FORM 10K/A FILED APRIL 29, 2009
 Compensation Discussion & Analysis, page 5

Elements of Total Compensation, page 7
Annual Incentive Plan (“AIP”), page 8
 2. We note your response to comment 6 in our letter dated December 31, 2009.  We
also note your disclosure in  the first paragraph on page 9 of the Form 10-K/A in
which you state that payout levels for all NEOs (excep t Mr. Jenkins) were below
the target levels for each executive’s i ndividual performance goals component.
With respect to your proposed future disc losure of the specific weighting for each
NEO’s individual performance goals, pleas e also disclose in future filings
whether each NEO achieved each individual performance goal.
 FORM 10-Q FOR THE PREIOD ENDED SEPTEMBER 30, 2009

 Prior Comment 11

 3. Based on your response to prior comment 11, it is not clear to us how and why a
decline in inventory reserv es through the sale of slower moving items had a
favorable impact on FY 2008 gross margins as you disclosed.  Please explain your disclosure in light of your response or tell us how you intend to revise it in future
filings.

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.   Please furnish a letter that keys your responses to our
comments and provides any requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.   You may contact Bret Jo hnson, Staff Accountant, at  (202) 551-3753 or Anne
McConnell, Senior Staff Acc ountant, at (202) 551-3709 if you have questions regarding
the financial statements and related commen ts.  Please contact Chambre Malone, Staff
Attorney, at (202) 551-3262 or  Craig Slivka, Special Counsel, at (202) 551-3729 if you
have any other questions.
Sincerely,    John Hartz Senior Assistant Chief Accountant