SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 4631

June 1, 2010

Via U.S. mail

Mac McConnell Senior Vice President and Chief Financial Officer DXP Enterprises, Inc. 7272 Pinemont Drive Houston TX 77040
Re: DXP Enterprises, Inc.
Registration Statement on Form S-3
Filed on May 6, 2010 File No. 333-166582

Dear Mr. McConnell:
We have limited our review of your filing to  those issues we have addressed in our
comments.  If you disagree, 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.  Af ter reviewing this information, we may 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 any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Description of Debt Securities, page 4

1. Please revise the first sentence of the in troductory paragraph to clarify that the
disclosure discusses the “material” terms a nd provisions of the debt securities.  Use
of the word “certain” implies that there could be material  provisions that you have
chosen not to discuss.  In  addition please revise the th ird paragraph to remove the
statement that the disclosure in this sec tion does “not purport to be complete”.
Please also comply with this comment with respect to the introductory paragraph under the “Preferred Stock” discussion on page 7.

Mac McConnell
DXP Enterprises, Inc. June 1, 2010
Page 2

2. Please revise the disclosure in the sec ond introductory paragraph to remove the
implication that investors are not  entitled to rely on the di sclosure in the prospectus.
Please also comply with this comment in  the first introduct ory paragraph under
“Description of Warrants” on page 10.

3. We also note the statement in  the third paragraph that th e summaries of the “certain”
provisions under both indentures are “qualifi ed in their entirety by reference to” the
Trust Indenture Act of 1939.  Please be advised that you may not qualify information
in the prospectus in this manner unless in corporation by reference or a summary of a
document filed as an exhibit is requir ed.  See Rule 411(a) of Regulation C.
 Legal Matters, page 12

4. Please include counsel’s address as requi red by paragraph 23 of Schedule A of the
Securities Act.
 Item 16.  Exhibits, page 14

5. Please ensure that each exhib it is filed as a se parate exhibit on EDGAR.  We note
that other than exhibits 4.2 and 4.3, the rest  of the exhibits are included at the end
of the registration statement.  Please re vise accordingly in your next amendment.
 Exhibit 5.1 – Opinion of Fulbright & Jaworski L.L.P.

6. Please explain the significance of the assump tions set forth in paragraph (a)(iv) on
the fourth page of the legal opinion, since it  is unclear how these assumptions affect
the enforceability of counsel’s opinion.
7. We note counsel’s statements in paragraphs  (b) and (c), including the statement that
counsel does not express any opinion with  respect to the legality, validity,
enforceability or binding effect of certa in indemnities and rights of contribution
provisions to the extent that  they are prohibited by public  policy.  Please tell us
supplementally why these matters are not already covered by the exceptions to the
general principles of equity  set forth in paragraph (a)( iii) of the opinion.  We may
have additional comments upon review of your response.

* * *

As appropriate, please amend your filing a nd respond to these comments.  You may
wish to provide us with marked copies of th e amendment to expedite our review.  Please
furnish a cover letter with your amendment that  keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have additiona l comments after reviewing your amendment
and responses to our comments.

Mac McConnell
DXP Enterprises, Inc. June 1, 2010
Page 3

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have provided all information investors require for
an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.     Notwithstanding our comments, in the ev ent the company reque sts acceleration of
the effective date of the pending registration st atement, it should furnish a letter, at the time
of such request, acknowledging that:
• should the Commission or the staff, acting pu rsuant to delegated authority, declare
the filing effective, it does not forecl ose the Commission from taking any action
with respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does no t relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

• the company may not assert staff comments and the declaration of effectiveness 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 advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
  We direct your attention to Rules 46 0 and 461 regarding requesting acceleration of
a registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.

Mac McConnell
DXP Enterprises, Inc. June 1, 2010
Page 4

You may contact Era Anagnosti, Staff A ttorney, at (202) 551-3369 or Andrew
Schoeffler, Senior Staff Attorney, at  (202) 551-3748 with any questions.
        S i n c e r e l y ,           Pamela A. Long       A s s i s t a n t  D i r e c t o r
cc: Laura J. McMahon, Esq. (Via Facsimile @ (713) 651-5246)
Fulbright & Jaworski L.L.P. 1301 McKinney, Suite 5100 Houston, TX 77010