SecProbe.io

June 10, 2014

Via Facsimile
Mac McConnell
Chief Financial Officer
DXP Enterprises, Inc.
7272 Pinemont
Houston, Texas 77040

Re: DXP Enterprises, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2013
Filed March 11, 2014
Definitive Proxy Statement on Schedule 14A
Filed April 30, 2014
Form 10 -Q for Fiscal Quarter Ended March 31, 2014
Filed May 12, 2014
File No. 0 -21513

Dear Mr. McConnell :

We have reviewed your filing s 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 ten business days by amending your filing s, 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 circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing s and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended December 31, 2013

Business, page 3

1. In future filings, please disclose the dollar amount of bac klog orders believed to be firm,
as of a recent date and as of a comparable date in the preceding fiscal year, together with
an indication of the portion thereof not reasonably expected to be filled within the current
fiscal year, and seasonal or other mat erial aspects of the backlog.  See Item 101(c)(viii) of
Regulation S -K.

Mac McConnell
DXP Enterprises, Inc.
June 10, 2014
Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
16

Results of Operations, page 17

2. In future Exchange Act filings, please enhance your discussion of the changes in various
line items period -over-period for each of your segments.  Please ensure that your analysis
provides a discussion of the reasons for the changes in line items and quant ifies the
incremental impact of such reasons, as practicable.  For example, in the discussion of
your Services Center Segment on page 17, you note that organic sales decreased as a
result of decreased sales to manufacturers of oil field equipment, but you do not quantify
the impact or explain the reason for the decrease.  Further, you state that gross profit
increased “primarily due to changes in product mix,” but you do not explain how product
mix changed or the reasons for such change. These are just exam ples.  Please also discuss
whether you believe these factors are the result of a trend and, if so, whether you expect it
to continue and how it may impact revenues, income from continuing operations, your
planned acquisitions and your available liquidity.  See Item 303 of Regulation S -K and
SEC Release No. 33 -8350.

Form 10 -Q for Fiscal  Quarter Ended March 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
14

Results of Operations, page 14

3. In future fil ings, please ensure that your Management’s Discussion and Analysis includes
a discussion of the known trends and uncertainties that have had or that you reasonably
expect to have a material impact on net sales or revenues or income from continuing
operatio ns.  For example, we note that in your earnings call for the first quarter of 2014,
you discuss the unfavorable impact of both the Natpro and B27 acquisitions on first
quarter 2014 results and future results, however you do not discuss these acquisitions i n
the Form 10 -Q.  This is just one example.  Please revise your disclosure accordingly in
future Exchange Act reports.

Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 11

Incentive Cash Bonuses, page 12

4. In future filings, pl ease include an illustrative example showing how you calculated the
incentive cash bonuses for each of your named executive officers based on your financial
performance for that year.

Mac McConnell
DXP Enterprises, Inc.
June 10, 2014
Page 3

 Please also disclose how you determine the maximum bonus amount for ea ch of your
named executive officers.  Please show us supplementally what your disclosure will look
like.

Equity -Based Compensation, page 13

5. We note that Mr. Messersmith received a stock award of $2,944,200 in 2013, but this
award is not discussed in the Compensation Discussion and Analysis.  In future filings,
please include a discussion of all equity -based awards made during the most recent fiscal
year.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny 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 provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 Tracie Towner , Staff Accountant , at (202) 551 -3744, or Tracey Smith,
Staff Accountant, at (202) 551 -3736  if you have questions regarding comments on the financial
statements and related matters. You may contact  Asia Timmons -Pierce , Staff Attorney , at (202)
551-3754 , Erin Jaskot , Staff Attorney,  at (202) 551 -3442 , or me at (2 02) 551 -3355  with any
other questions.

Sincerely,

 /s/ Terence O ’Brien

 Terence O’Brien
Branch Chief