SecProbe.io

August 21, 2007
 Mail Stop 6010
By U.S. Mail and facsimile to (412) 454-2550

Roy W. Haley  Chairman and Chief Executive Officer Wesco International, Inc. 225 West Station Square Drive, Suite 700      Pittsburgh, Pennsylvania 15219
Re:  Wesco International, Inc.  Definitive 14A   Filed April 18, 2007
File No. 001-14989
 Dear Mr. Haley:
We have limited our review of your definitive proxy statement to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation disclosure.
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 filings.  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 me at the telephone number listed at the e nd of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.     If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

Roy W. Haley
Wesco International, Inc.
August 21, 2007 Page 2  Transactions With Related Persons, page 14

 1. Please include a statement of whether or not your policies for review, approval, or
ratification of related person transacti ons are in writing and, if not, how such
policies are evidenced.  Refer to  Item 404 of Regulation S-K.
 Compensation Discussion and Analysis, page 15

 2. We note your disclosure regarding the compensation consultant’s recommended
peer group as well as the second group of companies monitored by you and the
board of directors.  Disclose whether the compensation committee assigns a greater weight to one group over the othe r in its consideration of compensation
and benefit levels and incen tive plan designs.  If you ha ve benchmarked different
elements of your compensation agains t different benchmarking groups, please
identify the companies that comprise each group.
 3. In connection with your discussion of ba se salaries and stock based awards, you
provide some description of how company performance affects compensation levels, but little discussion of indi vidual performance, even though your
disclosure suggests it is a factor in determining compensation.  For example, you
state that during 2006, the compensation committee recommended an increase in
base salary for Messrs. Engel, Van Oss and Mr. Thimjon in accordance with, among other factors, individual performances.  You also state that with respect to
all of the named executive officers other th an himself, the chief executive officer
makes grant recommendations to the compensation committee based on, among other factors, an individual executive’s performance.  Please provide additional
detail and an analysis of how individu al performance contributed to actual 2006
compensation for the named executive o fficers.  See Item 402(b)(2)(vii) of
Regulation S-K.

Annual Cash Incentive Bonus Awards, page 17

4. Disclose the various performance criteria, financial and operational targets used in
awarding the annual cash incentive bonus awards, value acceleration awards and
discretionary company contributions to retirement savings discussed on pages 17
and 19 for your 2006 fiscal year.  To the ex tent you believe disclosure of these
targets is not required because it would result in competitive harm such that you may omit this information under Instruction 4 to Item 402(b) of Regulation S-K, please provide on a supplemental basis a de tailed explanation for such conclusion.
Disclose how difficult it would be for th e named executive officers or how likely
it will be for you to achieve the undisclosed  target levels or othe r factors.  General
statements regarding the level of difficu lty or ease associated with achieving
performance goals are not sufficient.  In discussing how difficult it will be for an
executive or how likely it will be for you to achieve the target levels or other

Roy W. Haley
Wesco International, Inc.
August 21, 2007 Page 3
factors, please provide as much detail as necessary without providing information
that would result in competitive harm.  Please provide analysis of the factors considered by the compensation committee prior to the awarding of the annual cash incentive bonus awards, value accel eration awards and discretionary
company contributions and not merely rely  on statements such as those on page
17 that the awards granted for 2006 “r eflect financial and operational
achievements, which significantly exceeded targeted performance.”
 5. You state that the compensation comm ittee has discretion and authority to
increase or decrease actual incentive awar ds given in any year to reflect specific
circumstances and performance.  Clarify, if  true, that this di scretion was exercised
to increase each named executive o fficer’s 2006 annual cas h incentive bonus
above the assigned range for each individua l described in the first paragraph of
page 17 and quantify the actual award as a percentage basis of base salary.  For
example, we note that you awarded Mr. Va n Oss a cash bonus award of more than
120% of his salary even though his bonus range was set at 50-100%.
 6. You state that cash bonus in centive awards granted for 2006 performance reflect
financial and operational achievements, which significantly exceeded targeted
performance levels.  You also state th at the 2006 value acceleration program had
a potential maximum incentive payout of $2.8 million of which a payout of
$2.2 million was made.  In each case, you provide  little, if any, analysis as to how
actual cash incentive compensation was determ ined.  Discuss in greater detail the
various factors considered and how you de termined such awards for 2006 and, to
the extent known, the targets for 2007.  See Item 402(b)(1)(v) of Regulation S-K.
 7. You state that annual incentives are designed to provide compensation that
approximates market median awards for achieving planned performance and to
provide increased incentive awards for exceptional performance.  Disclose the
percentile of market represented by the actual annual incentive compensation paid
for your 2006 fiscal year.

Stock Based Awards, page 18

8. Discuss the basis for allocating compen sation between time-based and financial
performance-based awards.  See Item 402(b)(2)(iii) of Regulation S-K.

Severance or Change in Control Agreements, page 20

9. You state that the definition of “good reason” in Mr. Haley’s employment
agreement is modified to include certain additional events.  Describe these additional events.  You also state that the agreements with Messrs. Haley, Engel and Van Oss contain customary covenants regarding nondisclosure of confidential
information and non-competition and non-soli citation restrictions.  Disclose the

Roy W. Haley
Wesco International, Inc.
August 21, 2007 Page 4
duration of such provisions and if appli cable, discuss any provisions regarding
waiver of breach of such covenants.  See Item 402(j)(4) of Regulation S-K.

Summary Compensation Table, page 26

10. The Compensation Discussion and Analysis  should be sufficiently precise to
identify material differences in compen sation policies with respect to individual
named executive officers.  Refer to S ection II.B.1. of Co mmission Release No.
33-8732A.  We note the disparity between your chief executive officer’s compensation and that of the other named executive officers.  For example, we refer you to the salary, bonus, option awar ds and other compensation granted to
your chief executive officer and the larger potential cash bonus payable to him as compared to the same elements of compensation paid to your other named
executive officers.  We also note that the table on page 32 appear s to indicate that
only your chief executive officer is entitled to the payment of prorated annual incentive compensation upon voluntary te rmination.  Please provide a more
detailed discussion of how and why your  chief executive officer’s compensation
differs from that of the other named executive officers.

All Other Compensation for 2006, page 26

11. You state on page 19 that a discretiona ry company contribution was made in 2006
based on Compensation Committee established performance criteria.  Disclose
how much of the $179,751 of pa yments relating to Mr. Haley’s retirement savings
plan was attributable to the discretionary company c ontributions described in
footnote 3(b) to this table and what  factors the company considered in
determining such amount.

Non-Qualified Deferred Compensation, page 27

12. We note the disclosure in  footnote (3), which briefly discusses the method by
which investment earnings are calculated and the investment vehicles that are
available to participating executives.  Pleas e consider paragraph (i)(3)(ii) of Item
402 of Regulation S-K when drafting appropriate corres ponding disclosure, which
requires quantification of interest rates and other earnings measures applicable
during the last fiscal year.

Option Exercises and Stock Vested, page 31

13. In the Compensation Discussion and Analysis, please describe the impact on the
committee’s decisions regarding Mr. Haley’ s compensation in light of the fact
that he realized $11,137,500 upon the exerci se of stock options in 2006.  For
example, discuss the impact these re alized amounts had or will have on
compensation policies or specific awards  relating to Mr. Ha ley, including how

Roy W. Haley
Wesco International, Inc. August 21, 2007 Page 5
these types of gains will be considered in setting future retirement benefits.  See
Item 402(b)(2)(x) of Regulation S-K.  Please provide similar disclosure for Mr. Goodwin.
  Please respond to our comments by September 21, 2007, or tell us by that time when you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  When you respond to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3444 with any questions.

Sincerely,   Perry J. Hindin Special Counsel