SecProbe.io

Mail Stop 3561         A p r i l  4 ,  2 0 0 8   William H. McGill Jr. Chief Executive Officer MarineMax, Inc. 18167 U.S. Highway 19 North Suite 300 Clearwater, FL 33764

Re: MarineMax, Inc.
 Form 10-K for the fiscal year ended September 30, 2007
Filed December 11, 2007
 DEF 14A filed January 16, 2008
Form 8-K filed January 17, 2008 Form 8-K filed February 8, 2008 Form 10-Q for the period ended December 31, 2007
 Filed February 11, 2008  Form 8-K filed March 5, 2008  Form 8-K filed March 12, 2008
File No. 1-14173

Dear Mr. McGill:
 We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response  to these comments.  Otherwise, you should
comply in all future filings, as applicable.  Please confirm in writing that you will do so and
explain to us in sufficient detail for an understa nding of the disclosure how you intend to comply
by providing us with your proposed revisions. If  you disagree, we will consider your explanation
as to why our comment is inapplicable or a revi sion is unnecessary.  Please be as detailed as
necessary in your explanation.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclo sure.  After reviewing this information, we
may raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.  We look forward to working with  you in these respects.  We welcome any
questions you may have about our comments or any other aspect of our review.  Feel free to call
us at the telephone numbers listed  at the end of this letter.

William H. McGill Jr.
MarineMax, Inc. April 4, 2008 Page 2    Signatures, page 54

1. We note your Form 10-K makes provision for you r chief executive officer, your principal
financial officer and your contro ller or principal accounting o fficer and a majority of your
board to sign in their capacities on your be half, however the filing has not been signed.
Please revise.   See Form 10-K a nd General Instruction D(2)(a).

Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 41
2. Please expand this section to discuss known material trends  and uncertainties that will
have, or are reasonably like to have, a material impact on your revenues or income or
result in your liquidity decr easing or increasing in any material way.  Also, please
provide additional information about the quality  and variability of your earnings and cash
flows so that investors can ascertain the lik elihood of the extent past performance is
indicative of future performance.  Further,  discuss in reasonable detail economic or
industry-wide factors relevant to your busin ess and material opport unities, challenges,
and risks in the short and long term and the actions you are ta king to address them.  Refer
to Item 303 of Regulation S-K and Section IV.A and footnote 46 to the Commission’s
Guidance Regarding Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
3. Disclose in a separately captioned section a ny off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on your  financial condition.
Your discussion should include all of the in formation that is required by Item 303(a)(4)
of Regulation S-K.  If there are none, pl ease state this in your future filings.

Contractual Commitments and Co mmercial Commitments, page 48
4. Please disclose scheduled interest payments under your long-term debt agreements in the
table or in a footnote to the table.  Given th at the interest rates unde r the majority of your
long-term debt agreements are variable , you should disclose the basis for your
computation of estimated interest payments.  Please also include obligations related to
other long-term liabilities reflected in your bala nce sheet or disclose pertinent data for an
understanding of the timing and amount of such  obligations.  In addition, please disclose
that lease obligations exclude insurance, taxes, maintenance and other costs and provide a
context for readers to understand the impact of such costs on the obligations.  Refer to
Item 303(a)(5) of Regulation S-K and Secti on IV.A and footnote 46 to the Commission’s
Guidance Regarding Management’s Discussion and Analysis of Financial Condition and
Results of Operations.

Item 9A. Controls and Procedures, page 49

William H. McGill Jr.
MarineMax, Inc. April 4, 2008 Page 3

5. You state that your chief executi ve officer and chief financial officer concluded that your
disclosure controls and pro cedures are effective to ensu re that you record, process,
summarize and report information required to be disclosed in quarterly  reports filed under
the Securities Exchange Act within the tim e periods specified in the Commission’s rules
and forms.  Please revise to remove the qualification regarding quarterly
 reports as
disclosure controls and procedures apply to all reports filed or submitted under the
Securities Exchange Act.  Also, revise to stat e, if true, that your chief executive officer
and chief financial officer concluded that you r disclosure controls and procedures were
effective to ensure information required to be disclosed by you in the reports  you file or
submit under the Securities Exchange Act is accumulated and communicated to management, including your chief executive and financial officers, to allow timely
decisions regarding required disclosures.  Si milarly revise the disc losure in your reports
on Form 10-Q.  Refer to the definition of disc losure controls and pr ocedures in Exchange
Act Rules 13a-15(e) and 15d-15(e).  Additiona lly, please confirm to us your officers’
conclusions regarding the eff ectiveness of your disclosure controls and procedures as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e).
6. Please revise your disclosure regarding cha nges in internal control over financial
reporting to identify any change in your inte rnal control over fina ncial reporting that
occurred during your last fiscal quarter  that has materially a ffected, or is reasonably
likely to materially affect, your internal cont rol over financial reporting.  Refer to Item
308(c) of Regulation S-K.

Item 11.  Executive Compensation, page 11

 Compensation Discussion and Analysis, page 6

7. In future filings, clarify whether your Pres ident and Chief Executive Officer met with
representatives of Sibson Consulting regarding his compensation or the compensation of other named executive officers and identify the members of management with whom
Sibson Consulting works.
Incentive Compensation, page 8

8. We note that the bonuses for your named executives are based on a percentage of your
consolidated monthly pretax profit and upon the achievement of  equally weighted goals.
You have not provided quantitative disclosu re of the pre-determined goals that the
compensation committee established for the ex ecutive incentive compensation plan.  In
future filings, please disclose or, to the extent you believe disclosure of these targets is not required because it would result in competitive harm, provide us on a supplemental basis a detailed explanation unde r Instruction 4 to Item 402(b)  of Regulation S-K for this
conclusion.  See also Question 3.04 of the It em 402 of Regulation S-K Interpretations
available on our website at www.sec.gov
.  If disclosure of the factors could cause
competitive harm, please discuss further how di fficult it will be for the named executive

William H. McGill Jr.
MarineMax, Inc. April 4, 2008 Page 4
officer or how likely it will be for you to achieve the target levels or other factors.  Please
see Instruction 4 to Item 402(b) of Regulation S-K.
9. Please discuss the extent to which the compensation committee can exercise or has
exercised discretion either to award compen sation absent attainment of the relevant
performance goals or to reduce or increase th e size of any award or payout.  See Item
402(b)(2)(vi) of Regulation S-K.

Employment Agreements, page 19

10. Please describe and explain how you determine the appropriate payment and benefit
levels under the various circumstances that trigger payments or provision of benefits
upon termination or a change in control in future filings.  See Item 402(b)(1)(v) and
402(j)(3) of Regulation S-K.  Please disc uss why you have chosen to pay certain
multiples of the components of compensation under these arrangements and how potential payments and benefits under th ese arrangements may have influenced the
compensation committee’s decision regarding other compensation elements.
11. While the Commission has not mandated tabular  disclosure of potential post-employment
payments, we encourage you to present this in formation in future filings in a tabular
format so that investors ma y assess clearly the amount of compensation to be received
under the various scenarios that would lead to  a named executive officer's termination or
change in control of the company. See sec tion VI of the Securities Act Release 33-
8732A.
Certain Transactions, page 19

12. In future filings, please describe your policies and procedures for the review, approval, or
ratification of the transactions  you describe this section.  See Item 404(b) of Regulation
S-K.
13. In future filings, please file the agreements that  you describe in this se ction as exhibits or
tell us why you do not believe this is necessary.

Consolidated Balance Sheets, page F-3
14. It does not appear that your  disclosure regarding issued  shares of common stock
considers outstanding treasury stock for each of the years presented.  Please revise or advise.

William H. McGill Jr.
MarineMax, Inc. April 4, 2008 Page 5    Consolidated Statements of Comprehensive Income, page F-5

15. Please tell us how to reconcile other comp rehensive income for the most recent year
presented to the change in accumulated compre hensive income reflected in the statements
of stockholders’ equity on page F-6.  Otherwise, revise as appropriate.

Notes to Consolidated Financial Statements, page F-8
16. Please disclose revenues for each group of si milar products and serv ices for each year
presented or tell us why you believe disclo sure of information about products and
services is not required.  If  providing the information is im practicable, please disclose
that fact.  Refer to paragraph 37 of SFAS 131.

Note 3.  Significant Accounting Policies, page F-10
 Inventories, page F-11

17. We note your disclosure on page 11 that you acqui re substantially all of your used boats
through customer trade-ins.  Please disclose  how you account for trade-in transactions.
In addition, please tell us in detail the ba sis in GAAP for your acc ounting of trade-in
transactions.  Please address whether you recogni ze used boat inventory at fair value, and
if not, why your method is appropriate.

Note 2.  Acquisitions, page F-9
18. You disclose that recognition of tax deductib le goodwill and indefinite-lived intangible
assets were based on third-part y valuations.  Please disclose  the name of the third party
valuation firms and file written consents for the inclusion of the disclosure regarding the
valuations.  Alternatively, rem ove the disclosure regarding th ird party valuations.  If you
believe consents are not required, please advi se in detail.  Refer to Section 436(b) of
Regulation C and Section 7(a) of  the Securities Act of 1933.

Note 7.  Goodwill and Other In tangible Assets, page F-18
19. For identifiable intangible assets, please  disclose the gross carrying amount and
accumulated amortization, in total and by major intangible asset class, for each year presented.  Also disclose aggregate amortiza tion expense for each year presented and the
estimated aggregate amortization expense for eac h of the five succeeding fiscal years.  In
this regard, we assume that all of your inta ngible assets are not i ndefinite-lived dealer
agreements.  Refer to paragraph 45 of SFA S 142.  Additionally, tell us the facts and
circumstances supporting your conclusion that  intangible assets related to dealer
agreements have indefinite useful lives.  Refer to paragraph 11 of SFAS 142.

William H. McGill Jr.
MarineMax, Inc. April 4, 2008 Page 6  Exhibits 31.1 and 31.2

20. Please revise the certifications  to conform exactly to the ce rtification set forth in Item
601(b)(31) of Regulation S-K.  In particul ar, please replace “this annual report” with
“this report” in paragraphs 1, 2, 3, 4a and 4c, replace “the annual report” with “this
report” in paragraph 4d and insert the parent hetical language “(the registrant’s fourth
fiscal quarter in the case of an annual report) ” and replace “was materially affected” with
“has materially affected” in paragraph 4d.

Form 10-Q for Quarter Ended December 31, 2007
21. To the extent applicable, please also a ddress the comments above in your reports on
Form 10-Q.

Condensed Consolidated Statement of Stockholders’ Equity, page 6
22. Please tell us if you consider th e conversions of restricted stoc k awards to restricted stock
units as modifications as defined in paragra ph 51 of SFAS 123(R).  If so, tell us how you
measured the resulting effect s of the modifications.  If not, tell us why you do not
consider the conversions as modifications.

Note 13.  Net Loss Per Share, page 14
23. Please tell us how you determined the number of outstanding options to purchase shares
of common stock disclosed in th e first and second sentences under the table that were not
included in the computation of diluted loss per share data.  It appears that these
disclosures are inconsistent  and vary from the number of outstanding options.  In
addition, please disclose other securities, such as restricted  stock awards, that were not
included in the computation of diluted earni ngs per share data because to do so would
have been anti-dilutive.

* * *

 Please respond to our comments within 10 bus iness days, or tell us by that time when
you will provide us with a response.  Please unde rstand that we may have additional comments
after reviewing your responses to our comments.    We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing in cludes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

William H. McGill Jr.
MarineMax, Inc. April 4, 2008 Page 7    In connection with responding to our comme nts, please provide, in writing, a 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 re sponse to staff comments do not foreclose the
Commission from taking any action w ith 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
You may contact Anthony Watson, Staff Accountant, at (202) 551-3318 or Bill
Thompson, Branch Chief, at (202) 551-3344, if you have questions regarding comments on the
financial statements and related matters.  Please  contact Indira Lall, St aff Attorney, at (202) 551-
3582, Mara Ransom, Branch Chief, at (202) 551- 3238, or me at (202)