SecProbe.io

June 1 1, 2015

Via Facsimile
Mac McConnell
Senior Vice President
DXP Enterprises, Inc.
7272 Pinemont
Houston, Texas 77040

Re: DXP Enterprises, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2014
Filed March 16, 2015
File No. 0 -21513

Dear Mr. McConnell :

We have reviewed your filing  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, 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 circumstan ces or do not
believe an amendment is appropriate, please tell us why in your response.

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

Form 10 -K for Fiscal Year Ended December 31, 2014

Impairment of Goodwill and Other Indefinite Intangible Assets, page 35

1. We no te that you recorded a $116,569 goodwill impairment charge during the fourth
quarter of 2014.  Please expand your disclosure to identify your reporting units that have
goodwill and indicate, if true, that the fair values of these reporting units are substa ntially
in excess of their carrying values .  Identify for us any reporting units with a fair value not
substantially in excess of their carrying value and quantify the related goodwill associat ed
with these reporting units.

For any reporting unit with a  fair value not substantially in excess of their carrying value,
please provide investors with additional information regarding the risk associated with
the reporting unit, including the following information necessary to assess the probability
of a futur e material impairment charge :

Mac McConnell
DXP Enterprises, Inc.
June 1 1, 2015
Page 2

 The percentage by which fair value exceeded carrying value as of the date of the most
recent test;
 The amount of goodwill allocated to the reporting unit;
 A desc ription of the key assumptions used and how the key assumptions were
determined;
 A discussion of the degree of uncertainty associated with the key assumptions. The
discussion regarding uncertainty should provide specif ics to the extent possible; and
 A description of potential events and/or changes in circumstances that could reasonably
be expected to negatively affect the key assumptions
Refer to Item 303(a)(3)(ii) of Regulation S -K and Section V of Interpretive Release No.
33-8350.

2. Please expand your disclosures to provide a more detailed explanation of the specific
events and known trends and uncertainties that affected the estimated fair value of the
B27 IPS, B27 Service Centers and NatPro IPS reporting units and resulted in a $116 ,569
goodwill impairment charge.   Disclose the specific adverse business, competitive and
economic factors that led to the significant decline in the reporting unit’s fair value and,
in light of the long -term view of impairment testing, provide an explanat ion as to why
you determined that you will not be able to overcome these adverse factors.   With regard
to your B27 reporting units and in light of your recent January 2104 acquisition of B27,
explain why the assumed future economic benefits including expected synergies resulting
from this acquisition did not fully materialize . Refer to Item 303 of Regulation S -K, SAB
Topic 5:P.4, and Sections 216, 501.02 and 501.12.b.3, 501.12.b.4, and 501.14 of the
Financial Reporting Codification for guidance.

Finan cial Statements, page 38

Note 17 - Segment and Geographical Reporting, page 64

3. Please tell us how you considered the guidance in Rule 5 -03(b)(1) of Regulation S -X for
separately reporting service revenue and product revenue. In this regard, we note servic es
are sold within your Service Centers segment as well as tangible products.  If you believe
your total service revenue was less than 10% of your total consolidated revenue, provide
us with a detailed analysis supporting your conclusion.

4. Please disclose y our revenues for each group of similar products.  In this regard, we note
that you identify five key product categories that support your three business segments.
Refer to ASC Topic 250 -10-50-40.

We urge all persons who are responsible for the accuracy a nd 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 company and its management are

Mac McConnell
DXP Enterprises, Inc.
June 1 1, 2015
Page 3

 in possession of all facts relati ng 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 company
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 Mariner , Staff Accountant , at (202) 551 -3744 , or Jeanne Baker,
Assistant Chief Accountant, at (202) 551 -3691  if you have questions regarding comments on the
financial s tatements and related matters. You may contact  me at (2 02) 551 -3355  with any other
questions.

Sincerely,

 /s/ Terence O ’Brien

 Terence O’Brien
Branch Chief