SecProbe.io

March 23, 2011
 Via E-mail

William H. McGill Jr. Chairman of the Board and Chief Executive Officer MarineMax, Inc.
18167 U.S. Highway 19 North, Suite 300
Clearwater, Florida 33764
Re: MarineMax, Inc.
 Form 10-K for Fiscal Ye ar Ended September 30, 2010
Filed December 2, 2010 Definitive Proxy Statement on Schedule 14A Filed December 10, 2010 Form 10-Q for Fiscal Quarter Ended December 31, 2010 Filed February 8, 2011 File No. 001-14173

Dear Mr. McGill:
 We have reviewed your filing and have the following comments.  You should comply
with the comments in all future filings, as appl icable.  Please confirm in writing that you will do
so, and also 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.
 Please respond to this letter within te n business days 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 circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.               Form 10-K for Fiscal Year Ended September 30, 2010

 Item 1.  Business, page 1

 Our Company, page 1

1. Please disclose your basis for the following statements:

• “We are the largest recreati onal boat dealer in the United States” on pages 1 and 40.

William H. McGill Jr.  MarineMax, Inc. March 23, 2011 Page 2

 • “We…believe that we are well positioned for long-term success and growth when
economic conditions improve” on page 5.

• “[O]ur position as the nati on’s leading recreational boat dealer” on page 6.

• “[W]e have…substantially outperfor m[ed] the industry” on page 41.
 Item 1A.  Risk Factors, page 23

 The availability and costs of borrowed funds…, page 23

2. Please revise the risk factor to quantif y, as of September 30, 2010, the age of your
inventory and the corresponding allowable advan ce rate under your credit facility.  Please
also disclose the different levels of allo wable advance rate, with the corresponding ages
of inventory, set forth under your credit facility.
 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 40
 Overview, page 40

3. We note your disclosure on pages 24 and 44 th at you are increasing your  efforts to grow,
and are shifting your product mix towards, the financing and insurance;  service, parts and
accessories; and brokerage segments of your bus iness.  Please add disclosure to clarify
whether this increased effort and shift in product mix is a short-term strategy for the
current economic climate, or whether it is part  of your long-term strategy to make your
business less dependent on the ne w and used boat sales segments.
 Liquidity and Capital Resources, page 46

4. We note that you disclose on page 40 that the weakness in consumer spending has caused
you to defer your acquisition program and de lay new store openings.  Accordingly,
please clarify why you have identified “g rowth through acquisitions and new store
openings” as one of your primary cash needs.   If you plan to resume your acquisition
strategy in fiscal 2011, then please disclose such information in the “—Overview”
subsection.
5. Please discuss here or in the “Business” sect ion the obligation of your  dealerships to pay
to you dividends and other payments and cl arify whether such dividends and other
payments are based on your dealerships’ sa les of the products a nd performance of the
services described in pages 9 through 13.  Pl ease also specify the types of contributions
from your dealerships that constitute “other payments.”  Please also clarify whether you
consider such dividends and other payments  to be cash provided by operating activities.

William H. McGill Jr.  MarineMax, Inc. March 23, 2011 Page 3

 6. When you have identified more than one reas on for a material change to a financial
statement line item, please quantify each reason you cite as impacting such line item.  For
example, you state that for the fiscal y ear ended September 30, 2010, cash provided by
operating activities was primarily related to a decrease in inventories, a decrease in
accounts receivable from manufacturers, a nd a decrease in income tax receivable,
partially offset by a decrease in accounts pa yable.  However, you do not quantify the
impact attributable to each component.  Please also discuss the specific underlying
factors that caused each reason you cite to occur.  For example, you state that there was a
decrease in accounts receivable from manufact urers but do not discuss why such decrease
occurred.  Please revise accordingly throughout this section.  See Instruction 4 to Item
303(a) of Regulation S-K.
Item 9A.  Controls a nd Procedures, page 50

 Limitations on the Effectiven ess of Controls, page 50

7. We note your disclosure in th is section that “[ a] control system…can provide only
reasonable, not absolute, assurance that the ob jectives of the control system are met.”
Please confirm to us and revise to disclose, if true, that your disclosure controls and
procedures are designed to provide reasonabl e assurance of achievi ng their objectives and
that your principal executive o fficer and principal financial officer concluded that your
disclosure controls and proce dures are effective at that re asonable assurance level.
Alternatively, please rem ove the reference to the level of  assurance of your disclosure
controls and procedures.  See Section II.F.4 of Release N o. 33-8238 (June 5, 2003).
 Exhibits 10.21(f), 10.21(g) and 10.28

8. We note that the exhibits to the agreements filed as the above referenced Exhibits were
not filed with such agreements.  While you may omit schedules, exhibits and similar
attachments to agreements f iled pursuant to Item 601(b)(2 ) of Regulation S-K, you must
include all schedules, exhibits and similar a ttachments to agreements filed pursuant to
Item 601(b)(10) of Regulation S-K.  Acco rdingly, please amend your 10-Q for fiscal
quarter ended June 30, 2010 to re-file the ag reements filed as Exhibits 10.21(f) and
10.21(g) and include the exhibits to such agr eements.  Please re-file a complete copy of
the agreement filed as Exhibit 10.28 with your next periodic report.
 Exhibits 31.1 and 31.2

9. The certifications required by Exchange Act Ru le 13a-14(a) should conform to the form
set forth in Item 601(b)(31)(i) of Regulation S-K.  Accordingly, plea se revise paragraph
4(d) of such certifications to  delete the word “annual” and to include the phrase “(the
registrant’s fourth fisc al quarter in the case of an annual report).”

William H. McGill Jr.  MarineMax, Inc. March 23, 2011 Page 4

 Definitive Proxy Statement on Schedule 14A

 Compensation Discussion and Analysis, page 10

10. We note that you paid a discretionary bonus to  three of your named executive officers for
fiscal 2010.  Please include di scretionary bonuses as part of your discussion of your
elements of compensation and explain how you determine whether to utilize this form of
compensation, why you utilize this form of  compensation and how you determine the
amount to pay.  See Items 402(b)(1)(iii)-(v ) and 402(b)(2)(i) of Regulation S-K.
 Grants of Stock-Based Awards, page 12

11. We note that you state that your stock-based aw ards may include stock options, restricted
common stock and restricted stock units.  Pl ease discuss your basi s for allocating among
each different form of stock-based award.  See Item 402(b)(2)(iii) of Regulation S-K.
 Fiscal 2010 Compensation, page 13

 Compensation Consultants, page 13

12. Please clarify whether your Compensation Committee, your management or another
person engaged the compensation consultant.  See Item 407(e)(3)(iii) of Regulation S-K.
  Incentive Compensation, page 13

13. Please explain how you determined that your ex ecutive officers satisfied 50% of their
performance goals for fiscal 2010.  We note th at each of Messrs. McGill, McLamb and
Russell achieved his company performance goals for one of the two halves of fiscal 2010.
However, none of the named executive officer s achieved their performance goal based on
your adjusted earnings.
 Stock-Based Awards, page 14

14. Please disclose the factors that you considered in granting the number of restricted stock
units and stock options for fiscal 2010.  We note that you state on page 12 that you take
into account stock-based awards previously granted, among other factors.  Please explain
what these other factors are and how they contributed to your decision to grant the
number of restricted stock un its and stock options for fiscal  2010.  See Item 402(b)(1)(v)
of Regulation S-K.

William H. McGill Jr.  MarineMax, Inc. March 23, 2011 Page 5

 Executive Compensation, page 15

 Summary Compensation Table, page 15

15. Please clarify how you calculated the $62,500 paid  to Edward A. Russell as non-equity
incentive plan compensation.
 Outstanding Equity Awards at Fiscal Year-End, page 18

16. We note that you provide a gene ral description of the vest ing periods for your stock
options, restricted stock and re stricted stock units.  Please provide, via footnote, a more
detailed vesting schedule with respect to each different grant of stock options, restricted stock and restricted stock units.  See Instruct ion 2 to Item 402(f)(2 ) of Regulation S-K.
For further guidance, please consider Qu estion 122.02 of our Regul ation S-K Compliance
and Disclosure Interpretations.
 Certain Transactions and Relationships, page 27

 Policy Relating to Certain Transactions, page 27

17. Please describe how you determine whether a tr ansaction is a “mater ial” transaction and
what constitutes a “direct or indirect financial interest.”  Please also describe the
standards applied by your Board of Directors when determining whether a transaction is
“fair” to you and clarify whether such dete rmination needs to be made by your entire
Board of Directors or a major ity of directors.  See Item 404(b)(1)(i)-(ii) of Regulation S-
K.
 Business Relationships, page 27

18. We note that you have disclosed the dollar va lue of the transaction as approximately
$420,000.  Please also disclose the approximate do llar value of Robert S. Kant’s interest
in the transaction.  See Item  404(a)(4) of Regulation S-K.
 Family Relationships, page 27

19. Please disclose the dollar value of the stock op tions and restricted stock units granted to
W. Brett McGill, in each case computed based on the aggregate grant date fair value of such stock options and restricted stock units  in accordance with FASB ASC Topic 718.
See Item 404(a)(4) of Regulation S-K.

20. Please provide us with your analysis of wh ether you considered W. Brett McGill to have
been one of your “executive officers,” as such term is defined in Exchange Act Rule 3b-7, as of the end of your last completed fiscal  year.  Please include in such analysis a

William H. McGill Jr.  MarineMax, Inc. March 23, 2011 Page 6

 description of Mr. McGill’s re sponsibilities and a discussion of whether he performs any
policy making functions for you.
 Director Compensation, page 28

21. We note that Messrs. Furman, Kant, Knittel, Watters and Woodman elected to receive
some of the annual retainer in shares of co mmon stock instead of cash.  Please disclose
the amount that they elected to receive in stock under a column titled “Stock Awards”
and compute such amount based on the grant da te fair value of such stock in accordance
with FASB ASC Topic 718.  See Item 402(k)(2)(iii) of Regulation S-K.
 Ratification of Appointment of Independent Auditor, page 44

22. Please describe the nature of the services comprising the audit-related fees paid to Ernest
& Young LLP.  See Item 9(e)(2) of Schedule 14A.
 Form 10-Q for Fiscal Quarter Ended December 31, 2010

23. Please comply with comments 4 through 7, as they apply to your Form 10-Q for fiscal
quarter ended December 31, 2010.

Exhibit 10.21(i)

24. Please amend your 10-Q for fiscal quarte r ended December 31, 2010 to re-file the
agreement filed as Exhibit 10.21(i) and in clude the exhibit to such agreement.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company 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 provi de a written 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 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 federa l securities laws of  the United States.

William H. McGill Jr.  MarineMax, Inc. March 23, 2011 Page 7

 Please contact Charles Lee, Attorney-Advi sor, at (202) 551-3427, Brigitte Lippmann,
Special Counsel, at (202) 551-3713 or me  at (202) 551-3720 with any questions.

Sincerely,
   /s/ Brigitte Lippmann    for
H. Christopher Owings Assistant Director
 cc: Robert S. Kant  Greenberg Traurig LLP