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Response Letter

 February 12, 2010

 H. Christopher Owings, Assistant Director

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 3561

 100 F Street, N.E.

 Washington, D.C. 20549

RE:

PC Connection, Inc.

 Form 10-K for the Year Ended December 31, 2008

 Filed March 16, 2009

 Form 10-Q for the Period Ended September 30, 2009

 Filed November 6, 2009

 Form 10Q for the Period Ended June 30, 2009

 Filed August 7, 2009

 Form 10-Q for the Period Ended March 31, 2009

 Filed May 8, 2009

 Definitive Proxy Statement on Schedule 14A

 Filed April 30, 2009

 File
No. 0-23827

 Dear Mr. Owings:

 We are in receipt of your letter dated December 31, 2009 regarding your review of our recent filings. We have set forth below both your comments and immediately thereafter our responses, including
our proposed responses to be included in future filings.

 Form 10-K for Fiscal Year Ended December 31, 2008

 Item 7. Management’s Discussion and Analysis of Financial Condition and….page 23

1.
In future filings, please expand this section, and the similar sections in your quarterly reports on Form 10-Q, to discuss known material trends, demands,
commitments, events, or uncertainties that will have, or are reasonably likely to have, a material impact on your financial condition, operating performance, revenues, or income, or result in your liquidity decreasing or increasing in any material
way. Please refer to Item 303 of Regulation S-K and SEC Release No. 33-8350. Please address the following examples, but realize that these are examples only and not an exhaustive list of the revisions you should make:

 Response:

 We do intend to discuss known material trends, demands, commitments, events or uncertainties that we believe will have, or are reasonably likely to have, a material impact on our financial condition,
operating performance, revenues or income, or result in our liquidity decreasing in any material way. We have reviewed Item 303 of Regulation S-K, SEC Release No. 33-8350, as well as the “Overview” section of our
Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Form 10-K. It was our objective in the Overview to describe the very competitive environment in which we operate, including current
competitive forces, and to explain how that environment has changed and may in the future change to increase such competitive pressures. It is generally impossible to quantify the specific impact that each such change actually had or is expected to
have in any specific period. Nonetheless, we believe it is important for the reader to understand the nature and direction of such competitive forces and to the extent reasonably determinable, the effect or potential result of such forces.

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•

 In the third paragraph under the “Overview” heading, you state that [c]ertain manufacturers have on many occasions attempted to sell directly
to [y]our customers,” “[c]onsolidation in this industry is more evident than ever and “[i]f more of [y]our suppliers were to succeed in selling to [y]our customers directly…[y]our financial condition, results of operations, and
cash flows could be negatively affected.” Please discuss these trends in greater detail, including how your financial condition, results of operations, and cash flows have been affected already by manufacturers’ direct sales to your
customers, how these trends may affect you in future periods, and the steps you are taking, if any, to address these trends going forward.

 Response:

 We face the constant threat of our larger manufacturer-suppliers attempting to by-pass us by selling directly to our customers. These efforts by these manufacturers are constantly evolving, and the
possible duration or effects of such efforts cannot, in most cases, be reasonably predicted in advance or quantified in past periods. The specific language cited in our 2008 Form 10-K was in response to then recent announcements by significant
vendors of direct sales programs to large corporate customers that, if effective, could have adversely impacted sales of our MoreDirect subsidiary. Since that time, those programs have continued to evolve in ways that have reduced the likely impact
on MoreDirect.

 Disclosures in our future filings will be drafted to describe specific efforts by manufacturers to market
products directly then in effect or announced that we believe have impacted, or are reasonably likely in the future to impact our financial condition, results of operations and cash flows. We do not expect to refer to the consolidation in the
industry unless we can explain how it has adversely affected us or is reasonably likely to affect us in the future. The following is an example of the type of additional disclosure we expect to include in future filings:

 As a value added reseller in the IT supply chain, we do not manufacture IT hardware or software. We are dependent on our suppliers that
consist of manufacturers and distributors that historically have sold only to resellers rather than directly to end users. Certain larger manufacturers have on multiple occasions attempted to sell directly to our customers, and in some cases have
restricted our ability to sell their products to certain customers, thereby eliminating our role.

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 We believe that the success of direct sales efforts by suppliers will depend on their
ability to meet our customers’ ongoing demands and provide objective, unbiased solutions to meet their needs. Our advantage is our ability to be product-neutral and provide a broader combination of products, services and advice tailored to
customer needs. We intend to nurture our strong customer relationships and provide them with customized solutions from a variety of manufacturers, thereby attempting to mitigate the negative impact of continued supplier direct sales initiatives.

•

 In the fourth paragraph, you state that certain buying trends are changing as customers are becoming more sophisticated, have more choices, and are
better able to make price comparisons, all of which are increasing price competition and could lead to negative effects on your financial condition, results of operations, and cash flows. Please discuss how your financial condition and results of
operations have been affected already by these trends, how they may impact you in future periods, and the steps you are taking, if any, to address the trends going forward.

 Response:

 In future filings we plan to include additional disclosures substantially as follows:

 While it is not possible for us to estimate with any degree of accuracy the level of sales we may have lost or may lose in the future as a result of such increased buyer sophistication, our internet sales to consumer customers, which
represented approximately 5% of total sales, decreased during the last four years by 27%.

 We have also undertaken significant
actions with respect to all of our internet websites, including those that serve our SMB and enterprise segments, in order to keep up with the improvements made by our competitors. We have increased the level of internet marketing expenditures on
third-party “click fees” and affiliate charges, particularly with respect to consumer marketing, in order to increase visibility on third-party search engines. We have also launched various promotions including selected free freight
offers, in efforts to generate higher internet sales. All of these activities are costly, aggregating $6.2 million in 2009, which decrease our operating results accordingly. These costs are expected to increase in future periods as we continue to
expand our internet visibility and functionality, and if we do not generate increased internet sales, our operating margins may be further impacted.

•

 In the fifth paragraph, you disclose that “declines in spending [are] projected in the overall IT industry,” a “softness in customer
demand” is under way, and there has been a “continued decline in the demand environment.” In this regard, you state that you have implemented already cost reductions beginning late in the third quarter of 2008 to reduce expenses,
including lowering headcount in sales support areas and various cost reduction programs that are expected to result in annualized savings of $6 million. Please discuss the other cost reduction programs to which you refer and why you believe these
programs, along with the lower headcount, will save you $6 million per year.

 Response:

To the extent the Company discusses these cost reduction programs in future filings, it will include disclosures substantially as
follows:

 We modified our support structure and reduced support headcount in the third quarter of 2008. We also limited
overtime for non-exempt personnel, reduced travel and reduction of expenditures for company-sponsored sales promotion activities, and we eliminated or reduced professional fees and marketing expenses. These measures, in the aggregate, resulted in
quarterly cost savings of approximately $1.5 million; annualized, these cost savings are approximately $6 million. We believe these savings will generally continue into future periods as our revised support structure remains in effect.

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•

 Also, you state that you implemented other cost reductions in the first quarter of 2009 that could result in additional savings of up to $16 million in
2009. Further, in the “Overview” headings of your quarterly reports on Form 10-Q for the periods ended March 31, 2009 and June 30, 2009, you state that the cost reductions you implemented in the first quarter of 2009 will result
in annualized saving of up to $14 million, and you state in your quarterly report on Form 10-Q for the period ended September 30, 2009 that the implemented cost reductions in the first quarter of 2009 “contributed to reduced SG&A
expenses.” Please disclose the cost reductions you implemented in the first quarter of 2009, and any other cost reductions you implemented subsequently, the amount that these reductions have saved you, the amount you believe these reductions
will save you in future periods, and the basis for your beliefs.

 Response:

 To the extent the Company discusses these cost reduction programs in future filings, it will include disclosures substantially as follows:

 We reduced headcount across all of our operations by 147 employees, in the first quarter of 2009. This reduction in personnel
consisted primarily of support personnel but included some sales personnel as well. The 2009 savings realized from this reduction was $10.5 million. On an annualized basis, these savings total approximately $14.0 million.

 We believe this action will result in comparable ongoing structural savings in future periods, because (1) our overall sales
productivity will increase, and (2) the efficiency of our various support functions will improve. Our support function costs are largely fixed within certain ranges of revenue; we plan to increase costs in future periods only as we experience
step-increases in the ranges of revenue.

•

 On page nine of your annual report on Form 10-K, under the heading, “Management Information Systems,” you state that you have undertaken a
“significant upgrade” of your sales processing systems and that you expect to continually upgrade your information systems in the future to more effectively manage your operations and customer database. Also, in the last paragraph under
the “Overview” heading on page 24 of your annual report on Form 10-K, you state that you are “currently undertaking a major modification and upgrade of [y]our sales order and customer management system that are expected to improve
sales productivity beginning in the second half of 2009.” In an appropriate location in your Management’s Discussion and Analysis of Financial Condition and Results of Operations section, please describe this upgrade in greater detail and
discuss the impact it has had on your financial condition and results of operations and the impact you believe it will have on your financial condition and results of operations in future periods.

 Response:

 As reported in our June 30, 2009 10-Q filing, we stopped further development of an internally developed Customer Relationship Management (CRM) system and wrote off all capitalized costs accumulated through that date. As further
reported, we are evaluating alternative solutions to internally developed CRM software and will consider future implementation solutions, including purchased software.

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 In July 2009, we began a comprehensive review and assessment of our entire business
software needs not limited solely to CRM systems. We have not yet finalized any decisions, but as we do, we will include disclosure in the Liquidity and Capital Resource section and other appropriate sections of our 2009 and future 10-K filings
describing our expected implementation plans and related cash flows. We will also include disclosure in our Management’s Discussion and Analysis of Financial Condition and Results of Operation section of our 2009 10-K describing the effect of
the write off referred to above.

 Item 15. Exhibits and Financial Statement Schedules, page 45

2.
We note that you have incorporated by reference into your annual report, as Exhibit 10.19 to the annual report, the Second Amended and Restated Credit and Security
Agreement, dated as of June 29, 2005, which was filed as Exhibit 10.1 to your current report on Form 8-K that was filed on July 6, 2005. In the Table of Contents to that Credit Agreement it appears that the agreement contains certain
schedules and exhibits that you did not file with the Credit Agreement or elsewhere. Please file an amended current report on Form 8-K that includes the schedules and exhibits to the Credit Agreement or tell us why it is not appropriate for you to
do so.

 Response:

 As requested, we have filed, on February 8, 2010, an amended report on Form 8-K that includes the Second Amended and Restated Credit and Security Agreement dated as of June 29, 2005, together
with all of the schedules and exhibits listed in that agreement’s table of contents.

 Form 10-Q for the Period Ended
September 30, 2009

 Summary of Critical Accounting Policies and Estimates, page 26

3.
Refer to Note 3-Goodwill and Other Intangible Assets on page eight. We note your disclosure that you did not identify any events or circumstances indicating it was more
likely than not that the carrying value of the Large Account reporting unit was in excess of its fair value during the quarter. To the extent that the Large Account reporting unit has an estimated fair value that is not substantially in excess of
the carrying value and that a goodwill impairment charge could materially impact your operating results or total shareholder’s equity, please expand your Management’s Discussion and Analysis of Financial Condition and Results of Operations
section to disclose the percentage by which the fair value exceeds the carrying value as of the most-recent step-one test; a description of the assumptions that drive the estimated fair value; and a discussion of the uncertainty associated with your
key assumptions.

 On the other hand, if you have determined the estimated fair value of the Large Account
reporting unit substantially exceeds the carrying value, please disclose this determination. Please refer to Item 303 of Regulation S-K and Section V of Release No. 33-8350.

 Response:

 The most recent step-one test performed relating to your comments was the annual test we performed as of January 1, 2009. With respect to our test of our Large Account reporting unit goodwill, the fair value relating to that unit,
calculated on a discounted cash flow basis,

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exceeded its carrying value by $44 million, or 34% of its carrying value. While not yet complete, our preliminary work would indicate that the fair value of the La