SecProbe.io

May 4, 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 Forms 10-Q for Fiscal Quarters Ended  December 31, 2010 and March 31, 2011 Filed February 8, 2011 and May 2, 2011, respectively 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.               General

1. The representations on page 6 of our lette r dated March 23, 2011 must be made by you,
and not your counsel, and signed by your authori zed officer.  Accordingly, please provide
such representations based on the foregoing requirements.
2. Please confirm to us that you will provide th e disclosures, as noted in your responses,
requested by comments 4, 11, 17 and 22 in our  letter dated March 23, 2011 in future
filings.

William H. McGill Jr.  MarineMax, Inc. May 4, 2011 Page 2

 Form 10-K for Fiscal Year Ended September 30, 2010

 Business, page 1

 Our Company, page 1

3. We note your response to comment 1 in our le tter dated March 23, 2011.  With respect to
the statements in the first, third and fourth bullet points,  please confirm that you will
disclose in future filings the basis for su ch statements as note d in your response and
provide us with your proposed disclosure.
 Risk Factors, page 23

 The availability and costs of borrowed funds…, page 23

4. We note your response to comment 2 in our letter dated March 23, 2011.  Please clarify
in the second paragraph, if correct, that the facility’s floor commitment may be lower
than $100 million upon the occurren ce of certain events.  Please  disclose such events in
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Liquidity and Capital Resources ” and include a cross-reference to such
section in this risk factor.
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
40
 Overview, page 40

5. We note your response to comment 3 in our letter dated March 23, 2011.  We also note
the statements below.

• The statement in the first full risk factor on page 24 that “[the efforts to grow our
financing and insurance, parts and acce ssory, service, and boat storage]…are
designed to increase our revenue and reduce our dependence on the sale of new
boats .”

• The statement in the third paragraph, thir d sentence on page 44 that “[g]ross profit
has also been positively impacted by a product mix shift from boat sales
to…brokerage services, finance and insu rance products, and service, parts and
accessories products ”

Please clarify whether the foregoing statements  represent your intention to focus less on
boat sales and more on the fina ncing and insurance; service,  parts and accessories; and
brokerage segments of your business.

William H. McGill Jr.  MarineMax, Inc. May 4, 2011 Page 3

 Liquidity and Capital Resources, page 46

6. We note your response to comment 5 in our letter dated March 23, 2011.  Please clarify
how your dealerships determine how much to distribute to you , if such distributions are
not based on such dealerships’ revenu es from products and service sales.
 Controls and Procedures, page 50

 Limitations on the Effectiven ess of Controls, page 50

7. We note your response to comment 7 in our letter dated March 23, 2011.  Please confirm
that, in addition to including the revised pa ragraph included in such response, you will
also disclose in future filings, in the s ubsection “Limitations on the Effectiveness of
Controls,” that your disclosure controls  and procedures are designed to provide
reasonable assurance of achieving their objectiv es, if such statement is accurate at the
time of such disclosure.
 Definitive Proxy Statement on Schedule 14A

 Incentive Compensation, page 13

8. We note your response to comment 13 in our letter dated March 23, 2011.  Please clarify
how the determination that the executive offi cers achieved a “portion”  of their goals for
fiscal 2010 led to your conclusion that the executive officers satisfied 50% of their
performance goals for fiscal 2010.
 Executive Compensation, page 15

 Outstanding Equity Awards at Fiscal Year-End, page 18

9. We note your response to comment 16 in our  letter dated March 23, 2011.  Footnote (1)
should provide clear disclosure on when each award that is disclosed in the table will
vest.  Your current disclosure of when such  awards have historically vested does not
provide readers with such cl ear disclosure.  Additionally, readers cannot easily ascertain
which options disclosed in th e table were granted during fi scal 2010 and therefore subject
to the vesting periods disclosed on page 14.  Accordingly, we re-issue comment 16.

William H. McGill Jr.  MarineMax, Inc. May 4, 2011 Page 4

 Director Compensation, page 28

10. We note your response to comment 21 in our letter dated March 23, 2011.  Please
indicate in footnote (1) to the Director Co mpensation table the amount of the fees for
each of Messrs. Furman, Kant, Knittel, Watters and Woodman that was paid in shares of
your common stock.  See Instruction to Item  402(k) of Regulation S-K and Instruction 2
to Item 402(c)(2)(iii) and (iv) of Regulation S-K.
 Forms 10-Q for Fiscal Quarters Ended December 31, 2010 and March 31, 2011

11. Please comply with comments 6 and 7, as they apply to your Forms 10-Q.

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.
 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