SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
March 12, 2010

via U.S. mail and facsimile

Mac McConnell, Chief Financial Officer  DXP Enterprises, Inc.  7272 Pinemont Houston, TX 77040
 RE: DXP Enterprises, Inc
  Item 4.02(a) Form 8-K
  Filed March 9, 2010   File No. 0-21513
Dear Mr. McConnell:

We have reviewed the above referenced filing and have the following comments.
After reviewing this information, we ma y 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.
 Item 4.02(a) Form 8-K

1. Please amend your Form 8-K to identify th e financial statements that should no
longer be relied upon pursuant to Item 4.02(a) of Form 8-K.

2. You believe the inventory purchased  in the 2007 acquisition of Precision
Industries is overstated by no more than  $14 million.  Furthermore, you intend to
restate your financial statements to increase goodwill and reduce inventory.  However, paragraph B183 of SFAS 141 prescribes that the allocation period
should usually not exceed one year from the consummation date.  Please tell us
how your accounting complies with SFAS 141.  Please tell us your consideration
of including the adjustment in net income  as contemplated by paragraph 41 of
SFAS 141.  If you conclude it is more appropr iate to include the adjustment in net
income, please quantify the amount of the error by each period impacted so that we may assess materiality by period.

Mr. McConnell
DXP Enterprises, Inc March 12, 2010 Page 2

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As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides any requested supplemental information.
Detailed response letters  greatly facilitate our  review.  Please file your response letter on
EDGAR.  Please understand that we may ha ve additional comments after reviewing
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 sta ff to be certain that they have provided all
information investors require.  Since the co mpany and its management are in possession
of all facts relating to a company’s disclosu re, 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 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 Tracey McKoy, Staff A ccountant, at (202) 551-3772 or, in her
absence the undersigned Accounting Branch  Chief at (202) 551-3769 if you have
questions regarding comments on the financ ial statements and related matters.

Sincerely,
           R u f u s  D e c k e r          A c c o u n t i n g  B r a n c h  C h i e f