SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
August 24, 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
  Forms 10-Q for the periods ended March 31, 2009 an d June 30, 2009
  Schedule 14A filed on April 29, 2009
  File No. 0-21513

Dear Mr. McConnell:
We have reviewed your response letter dated August 10, 2009 and have the
following additional comments.  If you disagree with a comment, we will consider your explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  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

Discussion of Critical Accounting Policies, page 17

Goodwill and Long-lived Asset Recovery, page 32

1. We have reviewed your response to prio r comment 3.  We previously requested
you to consider disclosing the following in future filings:

Mr. Mac McConnell
DXP Enterprises, Inc.
August 24, 2009 Page 2 of 4
• 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.

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

Your response indicates that you will consider disclosing the requested information in future filings.  Please show  us in your supplemental response what
the revisions will look like.

Item 9A – Controls a nd Procedures, page 47

2. We have reviewed your response to prior comment 10.  We note from your most
recent response that “the company had not completed the implementation of a
control framework for Precision by December 31, 2008.”  This implies that you did not have internal control over financ ial reporting consistent with a suitable
control framework as described in SEC Release No. 33-8810 and therefore, we do not understand how management was able to  conclude that internal control over

Mr. Mac McConnell
DXP Enterprises, Inc.
August 24, 2009 Page 3 of 4
financial reporting was effective in ma king its assessment under Item 308(a) of
Regulation S-K.  Please advise  or revise your disclosure.

Also, while we acknowledge your reference to AS5 in your prior response, it does
not appear from the attesta tion report, your disclosures,  or your responses to our
comments thus far that there is any scope limitation that exists that cannot be overcome by the Company or its auditors. If  the auditors were  unable to express
an opinion because of the timing in whic h they received certain audit evidence,
we reissue our prior comment to have them  conclude their audit work in order to
express an opinion as required by Rule 2-02( f) of Regulation S-X.  However, if an
internal control over financial reporting consistent with a suitable control
framework did not exist as of December 31, 2008 as you explain in your response, it does not appear that this would limit th e auditors’ ability to express an opinion
either which may be an adverse opinion.  Please amend your filing accordingly to
include an acceptable attestation report.

Item 15 – Exhibits, Financial Statement Schedules, page 49

3. In response to comment 13 of our letter dated June 25, 2009, you advise us that
you will file all of the exhi bits and schedules to Exhi bit 10.24 yet, to date, it does
not appear as though you have filed these ma terials.  Please advise us in this
regard or otherwise promptly file the om itted exhibits and schedules to the subject
agreement.

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

4. Refer to comment 14 of our letter da ted June 25, 2009.  Promptly amend your
Form 10-Q for the period ended March 31, 2009 to include Section 906
certifications with the proper date.  See Exhibit 32.1 of th e subject report.

*    *    *    *

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.

Mr. Mac McConnell
DXP Enterprises, Inc. August 24, 2009 Page 4 of 4
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