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Table of Contents

Fulbright
& Jaworski L.L.P.

A Registered Limited Liability Partnership

1301 McKinney, Suite 5100

Houston, Texas 77010-3095

www.fulbright.com

    Telephone:     (713) 651-5151

    Facsimile:     (713) 651-5246

July 22, 2010

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 7010

Washington, DC 20549

    Attention:

    Pamela A. Long, Assistant Director

Era Anagnosti, Staff Attorney

Via EDGAR

    Re:

    DXP Enterprises, Inc. (“DXP”)

Registration Statement on Form S-3

Filed on May 6, 2010

File No. 333-166582

Dear Ladies and Gentlemen:

     Per your request, please find attached a marked version of the Amendment No. 1 to Form S-3,
filed on July 21, 2010 by DXP, which reflects the changes made to the Form S-3, filed on May 6,
2010 by DXP, in response to comments from the staff received by DXP on June 1, 2010.

     If any member of the staff has questions regarding the foregoing, please contact Laura J.
McMahon (713/651-5658) of this firm.

    Very truly yours,

/s/ Fulbright & Jaworski L.L.P.

Fulbright & Jaworski L.L.P.

    cc:

    Mac McConnell

Table of Contents

As filed with the
Securities and Exchange Commission on July 21, 2010.

Registration No. 333-166582

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

Form S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

DXP Enterprises, Inc.

(Exact name of Registrant as specified in its charter)

    Texas

(State or other jurisdiction of

incorporation or organization)

    76-0509661

(I.R.S. Employer

Identification No.)

7272 Pinemont Drive

Houston, Texas 77040

(713) 996-4700

(Address, Including Zip Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

Mac McConnell

Senior Vice President and Chief Financial Officer

7272 Pinemont Drive

Houston, Texas 77040

(713) 996-4700

(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

Copy to:

Fulbright & Jaworski L.L.P.

1301 McKinney, Suite 5100

Houston, Texas 77010

(713) 651-5151

Attention: Laura J. McMahon

     Approximate date of commencement of proposed sale to the public: From time to time after the
effective date of this registration statement.

     If the only securities being registered on this form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box. þ

     If this form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. o

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o

     If this form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. o

     If this form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. Check one.

Large accelerated Filer o
Accelerated filer þ
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller Reporting Company o

CALCULATION OF REGISTRATION FEE

    Proposed Maximum

    Proposed Maximum

    Amount of

    Title of Each Class of

    Amount to be

    Offering Price

    Aggregate

    Registration

    Securities to be Registered

    Registered(1)(2)

    Per Unit(2)

    Offering Price(2)(3)

    Fee(4)(5)

                    Senior Debt Securities

    Subordinated Debt Securities

    Common Stock, par value $.01 per share

    Preferred Stock, par value $1.00 per share

    Warrants

    Total

    $
    75,000,000

    $
    5,348

    (1)

    There are being registered hereunder such indeterminate number of shares of common stock
and preferred stock, such indeterminate number of warrants, such indeterminate principal
amount of senior debt securities and such indeterminate principal amount of subordinated
debt securities as shall have an aggregate initial offering price not to exceed $75,000,000.
If any senior debt securities or subordinated debt securities are issued at an original
issue discount, then the offering price of such debt securities shall be in such greater
principal amount as shall result in an aggregate initial offering price not to exceed
$75,000,000, less the dollar amount of any securities previously issued hereunder. The
securities registered also include such indeterminate number of shares of common stock and
preferred stock and amount of senior debt securities or subordinated debt securities as may
be issued upon conversion of or exchange for preferred stock or debt securities that provide
for conversion or exchange, upon exercise of warrants or pursuant to the antidilution
provisions of any such securities.

    (2)

    Omitted pursuant to General Instruction II.D of Form S-3 under the Securities Act of
1933, as amended.

    (3)

    Estimated solely for the purpose of determining the registration fee. The aggregate
public offering price of all securities registered hereby will not exceed $75,000,000.

    (4)

    Estimated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, based on
the proposed maximum aggregate offering price.

    (5)

    Previously paid.

     The Registrant hereby amends this registration statement on such date or dates as may be
necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration
statement shall become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.

Table of Contents

PRELIMINARY
PROSPECTUS Dated July 21, 2010 (Subject to completion)

DXP Enterprises, Inc.

$75,000,000

Senior Debt Securities

Subordinated Debt Securities

Common Stock

Preferred Stock

Warrants

          This prospectus will allow us to issue up to an aggregate of $75,000,000 of our senior
debt securities, subordinated debt securities, common stock, $.01 par value, preferred stock, $1.00
par value, and warrants from time to time at prices and on terms to be determined at or prior to
the time of the offering. We may offer and sell these securities to or through one or more
underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. This
prospectus describes the general terms of these securities. The specific terms of any securities
and the specific manner in which we will offer them will be included in a supplement to this
prospectus relating to that offering.

          We encourage you to carefully read this prospectus and any prospectus supplement before you
invest in our securities. We also encourage you to read the documents we have referred you to in
the “Where You Can Find More Information” section of this prospectus for information on us and for
our financial statements. This prospectus may not be used to consummate sales of our securities
unless accompanied by a prospectus supplement.

          Our common stock is traded on The NASDAQ Global Market (“NASDAQ”) under the symbol “DXPE.” On
July 20, 2010, the last reported sale price of our common stock on NASDAQ was $18.07.

          We urge you to carefully review and consider the information under the heading “Risk Factors”
on page 1 of this prospectus and in the applicable prospectus supplement before investing in our
securities.

          Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is ____________, 2010.

The information in this prospectus is not complete and may be changed. We may not sell these
securities until the registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and is not soliciting an offer
to buy these securities in any state where the offer or sale is not permitted.

TABLE OF CONTENTS

    Page

    DXP Enterprises, Inc.

    1

    Risk Factors

    1

    Forward-Looking Statements

    2

    Use of Proceeds

    2

    Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed
Charges and Preference Dividends

    2

    Plan of Distribution

    3

    Description of Debt Securities

    4

    Description of Capital Stock and Indemnification of Directors and
Officers

    7

    Description of Warrants

    10

    Legal Matters

    12

    Experts

    12

    Where You Can Find More Information

    12

    Incorporation of Certain Information by Reference

    12

ABOUT THIS PROSPECTUS

          This prospectus is part of a registration statement that we filed with the Securities and
Exchange Commission, or SEC, using a “shelf” registration process. Under this shelf process, we may
sell the securities described in this prospectus in one or more offerings. This prospectus provides
you with a general description of the securities we may offer. Each time we sell securities, we
will provide a prospectus supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or change information contained in this
prospectus. You should read both the prospectus and any prospectus supplement together with the
additional information described under the heading “Where You Can Find More Information.”

          As used in this prospectus, the terms “DXP,” “Company,” “we,” “our,” “ours” and “us” refer to
DXP Enterprises, Inc. and its subsidiaries, except where the context otherwise requires or as
otherwise indicated.

Table of Contents

DXP ENTERPRISES, INC.

          DXP, a Texas corporation, was incorporated in 1996, to be the successor to a company founded
in 1908. Since our predecessor company was founded, we have primarily been engaged in the business
of distributing maintenance, repair and operating (“MRO”) products, equipment and service to
industrial customers. We are organized into two segments: MRO and Electrical Contractor.

          The MRO segment provides MRO products, equipment and integrated services, including technical
design expertise and logistics capabilities, to industrial customers. We provide a wide range of
MRO products in the fluid handling equipment, bearing, power transmission equipment, general mill,
safety supply and electrical products categories. We offer our customers a single source of
integrated services and supply on an efficient and competitive basis by being a first-tier
distributor who can purchase products directly from the manufacturer. We also provide integrated
services such as system design, fabrication, installation, repair and maintenance for our
customers. We offer a wide range of industrial MRO products, equipment and services through a
complete continuum of customized and efficient MRO solutions, ranging from traditional distribution
to fully-integrated supply contracts. The integrated solution is tailored to satisfy our customers’
unique needs.

          The Electrical Contractor segment was formed in 1998 with the acquisition of substantially all
of the assets of an electrical supply business. The Electrical Contractor segment sells a broad
range of electrical products, such as wire conduit, wiring devices, electrical fittings and boxes,
signaling devices, heaters, tools, switch gear, lighting, lamps, tape, lugs, wire nuts, batteries,
fans and fuses, to electrical contractors. The segment has one owned warehouse/sales facility in
Memphis, Tennessee.

          Our principal executive offices are located at 7272 Pinemont Drive, Houston, Texas 77040. Our
telephone number at that location is (713) 996-4700. Our Internet website is http://www.dxpe.com.
Information contained on our website is not incorporated by reference in this prospectus and you
should not consider information contained on our website as part of this prospectus.

RISK FACTORS

          An investment in our securities involves risks. We urge you to carefully consider all of the
information contained in or incorporated by reference in this prospectus and other information
which may be incorporated by reference in this prospectus or any prospectus supplement as provided
under “Incorporation of Certain Information by Reference,” including our Annual Reports on Form
10-K and our Quarterly Reports on Form 10-Q. This prospectus also contains forward-looking
statements that involve risks and uncertainties. Please read “Forward-Looking Statements.” Our
actual results could differ materially from those anticipated in the forward-looking statements as
a result of certain factors, including the risks described elsewhere in this prospectus or any
prospectus supplement and in the documents incorporated by reference into this prospectus or any
prospectus supplement. If any of these risks occur, our business, financial condition or results of
operation could be adversely affected.

Potential Anti-Takeover Effects

          Our Restated Articles of Incorporation, as amended, allow our Board of Directors to issue
shares of preferred stock without shareholder approval on such terms as the Board of Directors may
determine. The rights of all the holders of our common stock will be subject to, and may be
adversely affected by, the rights of the holders of any preferred stock that may be issued in the
future. Our Restated Articles of Incorporation, as amended, also do not allow cumulative voting in
the election of directors. In addition, Sections 21.606 of the Texas Business Organizations Code
(“TBOC”) imposes a special voting requirement for the approval of certain business combinations and
related party transactions between public corporations such as the Company and shareholders who
beneficially own 20% or more of the corporation’s voting stock unless the transaction or the
acquisition of shares by the affiliated shareholder is approved by the board of directors of the
corporation prior to the shareholder acquiring such 20% ownership. All of the foregoing could have
the effect of delaying, deferring or preventing a change in control of the Company and could limit
the price that certain investors might be willing to pay in the future for shares of our common
stock. See “Description of Capital Stock and Indemnification of Officers and Directors.”

Limitation on Ability to Pay Dividends

          We anticipate that future earnings will be retained to finance the continuing development of
our business. In addition, our