SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             April 23, 2007
 Mac McConnell Senior Vice President and Chief Financial Officer DXP Enterprises, Inc. 7272 Pinemont Houston, Texas 77040
 RE: DXP Enterprises, Inc.
Form 10-K for Fiscal Year  Ended December 31, 2006
File No. 0-21513

Dear Mr. McConnell:
   We have reviewed your filing and have  the following comments.  If you disagree
with a comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we  may ask you to provide us with information
so we may better understand your disclosure.  After reviewing this information, we may
or may not 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 on 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 THE YEAR ENDED DECEMBER 31, 2006

 General

1. Where a comment below requests additional disclosures or other revisions, please
show us what the revisions will look like in your supplemental response.  All
revisions should be included in your future  filings, including your interim filings
where appropriate.

Mr. Mac McConnell
April 23, 2007 Page 2  Financial Statements

 Report of Independent Regist ered Public Accounting Firm

 2. Please confirm that your auditors conducte d their audits in accordance with
“standards” of the Public Company Acc ounting Oversight Board (United States)
instead of “auditing” standards.  In future filings, please arrange with your
auditors to have them revise all th ree of their reports accordingly.

Consolidated Statement of Cash Flows

 3. It is unclear how you determined that it was appropriate to record payments for
employee taxes related to exercise of stoc k options as financing cash flows, as
opposed to operating cash flows, in fiscal  2005.  Please tell us whether these were
payroll taxes or income taxes.  If these were payroll taxes, refer to EITF Topic D-
83.  If these were income taxes, please  tell us the guidance you are relying upon
and how you applied it as well.
 3. Acquisitions

4. Please disclose and tell us how much of your total purchase price for acquisitions
in fiscal 2005 and 2006 was allocated to goodwill. Please also disclose how much
was allocated to other intangibles separa tely.  For the amounts allocated to other
intangibles, please disclose the amounts al located to customer relationships and
vendor agreements separately.  Your present disclosure under goodwill and other
intangible assets of up to twenty years is too broad.  Please disc lose the useful life
for customer relationships and vendor ag reements separately.  See paragraph 52
of SFAS 141.
 5. You should make an effort to allocat e between goodwill and other intangible
assets as part of the initial preliminary allocation process.  You should not default
to goodwill until the allocation process is finalized, and then reclass the entire
other intangible asset amount from g oodwill, like you do now.  Please tell us
based upon your best estimates, the amount that should have been allocated to
other intangible assets as of December 31, 2006 rela ted to the 2006 acquisitions.
 4. Inventories

6. You should use one inventory method for sim ilar types of inventories.  A mixture
of methods should only be used for differe nt types of inventories, particularly
when there are valid business reasons fo r doing so.  Please disclose which types
of inventory you use each method for.  Please disclose whether you use both
methods for any similar types of inventory.  If so, please also  disclose your basis
for doing this.

Mr. Mac McConnell
April 23, 2007 Page 3  9. Commitments and Contingencies

 7. We note that you were sued for damages exceeding $20 million.  You also
indicate that you plan to vigorously defe nd these claims.  If true, please confirm
that additional losses related to these pending claims are not reasonably possible.
If not, please revise your disc ussion to include each of the disclosures required by
paragraph 10 of SFAS 5 and que stion 2 in SAB Topic 5:Y.
 12. Segment Data

 8. Please provide enterprise-wide disclosu res in accordance with paragraphs 36
through 38 of SFAS 131.
Item 15. Exhibits, Financial Statement Schedules

 9. In future filings, please file all applicab le exhibits including but not limited to
your list of subsidiaries, consent of your  auditors and your sections 302 and 906
certifications, as actual exhibits to your filing instead of incl uding these exhibits
at the end of your filing.

*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review .  Please file your response on EDGAR as a correspondence
file.  Please understand that we may have additional comments after reviewing your
responses to our comments.
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.

 In connection with responding 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
their filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

Mr. Mac McConnell
April 23, 2007 Page 4
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact Ernest Greene, Staff Accountant, at (202) 551-3733, or the
undersigned at (202) 551-3769, if you have questions regarding comments on the
financial statements and related matters.         Sincerely,            R u f u s  D e c k e r
       Accounting Branch Chief