SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
January 11, 2010
 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 Ma rch 31, 2009, June 30, 2009 and
September 30, 2009
  Schedule 14A filed on April 29, 2009
  File No. 0-21513

Dear Mr. McConnell:
We have reviewed your response letter  dated January 6, 2010 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 note your response to prior comment 1.  In future filings, if you have any goodwill, intangible assets or asset groups where you have determined that fair

Mr. Mac McConnell
DXP Enterprises, Inc.
January 11, 2010 Page 2 of 3
value is not substantially in excess of the carrying value and those asset amounts,
in the aggregate or indivi dually, could materially impact your operating results or
total shareholder’s equity, please provide the following disclosures:
• The reporting unit(s)/ass et group(s) affected;
• The percentage by which fair value exceeds the carrying value;
• A description of the assumptions that drive the estimated fair value;
• A discussion of the uncertainty associated with the key assumptions;
• A discussion of any potential events and/or circumstances that could have a
negative effect to the estimated fair value.
If you have determined that the estimated fair value substantially exceeds the carrying value for all of your long-lived assets or asset groups, please disclose this determination.  Please refer to Item 303 of Regulation S-K and Sections 216 and
501.14 of the SEC’s Codification of Financ ial Reporting Policies for guidance.
 Item 9A – Controls a nd Procedures, page 47

2. We have reviewed your response to prior comment 2.  Your proposed disclosure indicates that you had material weaknesse s in internal control over financial
reporting at December 31, 2008.  We note th at based upon your disclosures in the
March 31, 2009, June 30, 2009 and September 30, 2009 Forms 10-Q, there have been no changes in your internal control over financial reporting.  Further, you
disclose in each of these Forms 10-Q that  your disclosure controls and procedures
were effective.  As such, it is not clea r to readers what actions you took between
December 31, 2008 and September 30, 2009, and when the actions occurred, in order to remediate your material wea kness.  Please revise your proposed
disclosures in the 10-K/A to explain wh at actions you have taken and when in
order to remediate these weaknesses.

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

3. We note that the date in the CEO’s 906 cer tification attached as Exhibit 32.1 to
the amended Form 10-Q is incorrect since it does not reflect the date when the
Form 10-Q/A was filed.  In addition, the amendment should have included the complete report, including the proper fina ncial statements and the newly dated
302 certifications.  Promptly file a fu ll Form 10-Q amendment for the period
ended March 31, 2009, including appropriate  Section 302 and 906 certifications.

*    *    *    *
 Please respond to these comments and file the requested amendments within 10
business days, or tell us when you will provide us with a response.  Please provide us with a response letter that keys your responses to our comments and provides any requested information.  Detailed letters greatl y facilitate our review .  Please file your

Mr. Mac McConnell
DXP Enterprises, Inc. January 11, 2010 Page 3 of 3   supplemental response on EDGAR as a corres pondence file.  Pleas e understand that we
may have additional comments after reviewing your responses to our comments.
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