SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

                                                               August 31, 2011
 Via E-mail

Mr. Mac McConnell
Chief Financial Officer DXP Enterprises, Inc. 7272 Pinemont Houston, Texas 77040
 RE: DXP Enterprises, Inc.
Form 10-K for the Year Ended December 31, 2010
Filed March 16, 2011 Form 10-Q for the Period Ended June 30, 2011 Filed July 27, 2011 File No. 0-21513

Dear Mr. McConnell:

We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us why in your response.
   After reviewing the information you provide  in response to these comments, we may
have additional comments.  Form 10-K for the Year Ended December 31, 2010

 Legal Proceedings, page 13

   1. Notwithstanding the merits of the case, tell us  whether it is reasonabl y possible that you may
incur a material loss related to the BP America Production Company litigation.  If not,
provide us more information a bout this litigation so that we  can better understand why a
material loss is not reasonably possible.

If a material loss is reasonably possible, please revise future filings to  include all appropriate
disclosures in compliance with ASC 450, in the footnotes to your audited financial
statements.

Mr. Mac McConnell
DXP Enterprises, Inc. August 31, 2011 Page 2
 2. You indicate that you are a party to various legal proceedings ar ising in the ordinary course
of your business and do not believe that the outc ome of any of these va rious proceedings will
not have a material adverse effect on your business, financial condition or results of
operations.  Please revise your di sclosure to indicate that you do not believe that the outcome
of any of these various proceedings will have a material adverse effect on your cash flows as
well.
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
16
 3. In future filings, please consider including a more formal analysis by each individual
reportable segment.
 Discussion of Critical Accounting Policies, page 25

Revenue Recognition, page 25
 4. In future filings, please address the percentage of completion method in more detail.  Please
quantify the amounts recognized under this method, discuss how  and when you record losses
on contracts, and the typical time-span of a contract.

Impairment of Long-Lived Assets and Goodwill, page 26

5. You indicate that if you increased your disc ount rates by 10%, or decreased your expected
growth rates by 10% when estimating the fair values of your reporting units, there would not
have been any impairment in 2010.  In future filings, please specifically  disclose whether or
not the fair value of your reporting units s ubstantially exceeds the carrying value of your
reporting units.
6. On page 27, we note your disclosures regardi ng impairment of long-lived assets.  In the
interest of providing readers w ith a better insight into management’s judgments in accounting
for long-lived assets, including property and eq uipment, please disclose the following in
future filings:
 How you group long-lived assets for impairment and your basis for that determination;
 Please disclose how you determine when prope rty, plant and equipment should be tested
for impairment and how frequently you evalua te the types of events and circumstances
that may indicate impairment;
 Sufficient information to enable a read er to understand what method you apply in
estimating the fair value of your long-lived assets; and
 For any asset groups for which the carrying va lue was close to the fair value, please
disclose the carrying value of the asset groups.

Mr. Mac McConnell
DXP Enterprises, Inc. August 31, 2011 Page 3
 Consolidated Statements of Income, page 33

7. In future filings please show revenues from se rvices separately as required by Item5-03 of
Regulation S-X.  In this regard we note that  you provide both products and services in each
of your reportable segments.
   We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
In responding to our comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 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.

You may contact Ernest Greene,  Staff Accountant at (202) 551-3733 or me at (202) 551-
3689 if you have questions re garding these comments.

  Sincerely,           /s/ John Hartz          John Hartz
       S e n i o r  A s s i s t a n t
Chief Accountant