SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
June 25, 2009
 Mr. Mac McConnell Senior Vice President and Chief Financial Officer DXP Enterprises, Inc. 7272 Pinemont Houston, TX  77040
 RE: Form 10-K for the fiscal year ended December 31, 2008
  Form 10-Q for the peri od ended March 31, 2009
  Schedule 14A filed on April 29, 2009
  File No. 0-21513

Dear Mr. McConnell:
We have reviewed these filings 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, 2008

Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 11

Liquidity and Capital Resources, page 14

1. Your debt includes covenants that are rest rictive, and/or require that you satisfy
certain financial ratios. We note that you were in compliance with all of your debt
covenants at December 31, 2008.  In future  filings if it ever becomes reasonably
likely that you will not comply with any significant covenant, please provide
comprehensive disclosures about the requirements, including disclosing the

Mr. Mac McConnell
DXP Enterprises, Inc.
June 25, 2009 Page 2 of 7
ratios/actual amounts versus minimum/ maximum ratio amounts permitted under
any and all material borrowings. We note th at actual information was provided for
the leverage ratio, but not the Fixed Ch arge Coverage ratio. It may also be
necessary to  show specific computations used to arrive at the actual ratios with
corresponding reconciliations to US GAAP am ounts, if applicable.  See Sections
I.D and IV.C of the SEC Interpretive Release No. 33-8350 and Question 10 of our FAQ Regarding the Use of Non-GAAP Fi nancial Measures dated June 13, 2003.
 Discussion of Critical Accounting Policies, page 17

2. You indicate that you are self insured for insurance and medical claims.  Given that you consider the accounting for thes e accruals to be a critical accounting
policy, please disclose in future filings your excess loss limits associated with each risk you are self-insured for.  Please also disclose each risk for which you do not have excess loss limits.  Please also quantify the dollar amount of your self insurance accruals for each period pr esented.  Please show us in your
supplemental response what the revisions will look like.
 Goodwill and Long-lived Asset Recovery, page 32

3. You have a significant amount of long- lived assets, goodwill and intangibles
assets, and you have recognized your account ing for these assets as a critical
policy.  In the interest of providing readers with a better insight into
management’s judgments in accounting for goodwill and long-lived assets, please consider disclosing the following in future filings:
• The reporting unit level at which you test goodwill for impairment and your
basis for that determination;
• Each of the valuation methodologie s used to value goodwill (if multiple
approaches are used), including sufficien t information to enable a reader to
understand how each of the methods used differ, the assumed benefits of a
valuation prepared under each method, a nd why management selected these
methods as being the most meaningful for the company in preparing the goodwill impairment analyses;
• How you weight each of the methods used including the basis for that
weighting (if multiple approaches are used);
• A qualitative and quantitative description of the material assumptions used
and a sensitivity analysis of those assumptions based upon reasonably likely
changes; and
• How the assumptions and methodologies used for valuing goodwill in the
current year have changed since the prio r year highlighting the impact of any
changes.

Mr. Mac McConnell
DXP Enterprises, Inc.
June 25, 2009 Page 3 of 7
In particular:

- Explain how you identified reporting units
- Explain how you assigned assets, liabilities, deferred taxes and goodwill to            reporting units
- Disclose significant assumptions, if applicable - Use of an income based or market based approach
- Cash flows
- Growth rates
- Discount rates
- Use of a weighted average cost of capital or a cost of equity method
- Risk applications
- Control Premiums
 Item 8 – Financial Statements and Supplementary Data, page 20

 General

4. We note your presentation of comprehensiv e income on page 45.  Paragraph 22 of
SFAS 130 requires a statement of comprehens ive income that is displayed with
the same prominence as your other financia l statements.  As such, please present
your statement of comprehensive income within (1) your statement of operations,
(2) your statement of equity, or (3) as a se parate financial statement.  Please revise
in future filings accordingly.
 Report of Independent Registered Public A ccounting Firm on Financial Statements, page
21

5. Your auditors indicate in their report that their audits were conducted in
accordance with “auditing” standards of the Public Company Accounting
Oversight Board (United States).  Plea se confirm to us in your supplemental
response that your auditors conducted their audit in accordance with the standards of the Public Company Accounting Oversight Board (United States) as required by PCAOB Auditing Standard No. 1.  See also SEC Release 33-8422, Commission Guidance Regarding the P ublic Company Accounting Oversight
Board's Auditing and Related Professional Pr actice Standard No. 1.  If the audits
were conducted in accordance with th e standards of the Public Company
Accounting Oversight Board (U nited States), please have  your auditors revise
their audit opinions in future filings to indicate that fact.

Mr. Mac McConnell
DXP Enterprises, Inc.
June 25, 2009 Page 4 of 7   Note 1 – Organization and Significa nt Accounting Policies, page 28

General

6. Please disclose in future filings the types of expenses that you include in the cost
of sales line item and the types of expens es that you include in the selling, general
and administrative expenses line item.  Pl ease also disclose whether you include
inbound freight charges, purchasing and receiving costs, inspection costs,
warehousing costs, internal transfer costs,  and the other costs of your distribution
network in the cost of sales line item.  With the exception of warehousing costs, if
you currently exclude a portion of these cost s from cost of sales, please disclose:
• in a footnote the line items that thes e excluded costs are included in and the
amounts included in each line item for each period presented, and
• in MD&A that your gross margins may not  be comparable to those of other
entities, since some entities include all of the costs related to their distribution
network in cost of sales and others like you exclude a portion of them from
gross margin, including them instead in a line item, such as selling, general
and administrative expenses.

7. Please disclose in future filings the line item(s) in which you include depreciation and amortization.  If you do not allocat e a portion of your  depreciation and
amortization to cost of sales, please also revise your presentation to comply with
SAB Topic 11:B, which would include re vising the cost of sales title and
removing the gross profit subtotal throughout the filing.

Note 13 – Fair Value of Financial Instruments, page 44

8. If material in the future, please enhan ce your disclosure in future filings to
provide a reconciliation of the beginning and ending balances of your fair value
measurements using significant unobservable  inputs in accordance with paragraph
32(c) of SFAS 157.  Please also present the disclosures required by paragraphs
32(d) and (e) of SFAS 157, as applicable.
 Note 16 – Quarterly Financial Information (Unaudited), page 46

9. Please present in future filings your basic earnings per share for each quarter presented.  See Item 302 of Regulation S-K.
 Item 9A – Controls a nd Procedures, page 47

10. Please amend your filing to include an a ttestation report on internal control over
financial reporting from your independent auditors that clearly states their opinion
on the effectiveness of internal control over financial reporting in accordance with

Mr. Mac McConnell
DXP Enterprises, Inc.
June 25, 2009 Page 5 of 7
Rule 2-02(f) of Regulation S-X.  We don't believe that the timing in which
management completed their assessment or provided any documentation to the
accountants should impact the ability of the independent auditors to express an
opinion on the effectiveness of the Comp any’s internal control over financial
reporting in accordance with PCAO B Auditing Standard No. 5.

Item 15 – Exhibits, Financial Statement Schedules, page 49

11. It appears that the audit report on the financial statem ent schedule listed in the
index appearing under Item 15(2) is not signed.  Please file an amendment to
correct this.  Please include new certifica tions that are currently dated in your
amended Form 10-K.

12. Pursuant to Item 601(b)(2) of Regulation S-K, in future filings, please file asset purchase agreements and similar agre ements as number (2) exhibits.
  13. We note that you have not filed all of the exhibits and the schedules to the Credit
Agreement dated August 28, 2008 (E xhibit 10.24).  Please advise.

FORM 10-Q FOR THE PERI OD ENDED MARCH 31, 2009

 Item 6 - Exhibits

 Exhibit 32.1 – Certification of Chief Execu tive Officer pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of  the Sarbanes-Oxley Act of 2002

14. Please amend your filing and refile exhi bit 32.1 certification with the correct
dates.

DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FI LED ON APRIL 29,
2009
 Compensation Discussion and Analysis, page 9

Incentive Cash Bonuses, page 10

15. Please disclose the “appropriate formul a” for purposes of the incentive bonus
plan.  Further, please disclose the percen tage of the pre-tax income payable as a
bonus to the named executives other the CEO.  Please also discuss whether the bonus was paid monthly during fiscal year 2008, and how you calculated and determined the ultimate bonus amount payable to each named executive (the
amounts disclosed in the summa ry compensation table).

Mr. Mac McConnell
DXP Enterprises, Inc.
June 25, 2009 Page 6 of 7   Equity-Based Compensation, page 10

16. Please explain value the award of 9,680 shares  of restricted stock to Mr. Little
represented on the grant date, as well as what the level of sales and net income increase was at the time of the award.  Please confirm that the determination of
the award amount for growth between 10%- 20% is made on a straight line, or
otherwise disclose how that determination is made.
 17. Please expand the disclosure regarding th e equity awards made to the named
executives to discuss in detail the fact ors the compensation committee considered
in determining the specific levels of  this component of your compensation
program.  Please understand that discussion of the various items of corporate and
individual performance that were considered by the compensation committee must be accompanied by a complete quali tative and quantita tive discussion of
how the committee determined to award each specific element of the equity-based compensation in 2008.  For each named executive state the factors that were considered in deriving each component of the equity-based compensation and provide substantive analysis and insight into why the compensation committee determined that the levels of compensation were appropriate in light of the factors
considered.
 Grants of Plan-Based Awards, page 16

18. Please tell us why you have not disclosed a ny values in the Grants of Plan-Based
Awards table as required by Item 402(d) of  Regulation S-K.  As disclosed in the
summary compensation table, payment of incentive cash bonuses under the Executive Plan would warrant disclosure  here.  Please advise, or otherwise
include appropriate disclosure in future filings.

*    *    *    *
 Please respond to these comments within  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 supplemental 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 filings reviewed by the staff to be certain that they have provided all information required under the Securities Ex change Act of 1934 and that they have
provided all information investors require fo r an informed decision.  Since the company

Mr. Mac McConnell
DXP Enterprises, Inc. June 25, 2009 Page 7 of 7   and its management are in possession of all f acts relating 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
 • the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities 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 Era Anagnosti, Staff A ttorney, at (202) 551-3369 or, in her
absence, Jay Ingram, Legal Branch Chief, at (202) 551-3397 if you have any questions
regarding legal or disclosure matters.  Pleas e contact Jeffrey Gordon, Staff Accountant, at
(202) 551-3866 or, in his absence, the undersigned at (202) 551-3689 if you have
questions regarding comments on the financia l statements and related matters.

 Sincerely,
 John Hartz
 Senior Assistant Chief Accountant