SecProbe.io

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Robert S. Kant

Tel 602.445.8302

Fax 602.445.8100

KantR@gtlaw.com

April 1, 2011

VIA E-MAIL, FEDERAL EXPRESS

     AND THE EDGAR SYSTEM

H. Christopher Owings

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

                   Re:

    MarineMax, Inc.

Form 10-K for Fiscal Year 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. Owings:

               The following is in response to your letter dated March 23, 2011. The Company’s responses to
the Staff’s comments are indicated below, directly following a restatement of each Staff comment in
bold, italicized type.

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

Item 1. Business, page 1

Our Company, page 1

    1.

    SEC Comment: Please disclose your basis for the following statements:

    •

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

H. Christopher Owings

Assistant Director

United States Securities and Exchange Commission

Page 2

April 1, 2011

    Company Response: The Company is absolutely confident that it is the
largest boat dealer in the United States based on its knowledge of the industry,
its status as the only publicly owned boat dealer, its participation in trade
organizations, its relationship with boat manufacturers, and its interaction with
financial institutions. On the other hand, a “top ten” list is not published
annually by any organization. Boating Industry Magazine, however, has recognized
the Company as the largest marine dealer in North America. In addition, reports by
various investments banking firms refer to the Company as the country’s largest
boat dealer.

    •

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

    Company Response: The basis for this statement is very clear. Obviously,
the country experienced a very severe recession, which had a very negative effect
on many aspects of the economy, not surprisingly including boat sales. As stated
on page 5 of the Company’s Form 10-K Report:

“Our growth was interrupted during the fiscal year ended
September 30, 2007, primarily as a result of factors related to
the deteriorating housing market and general economic
conditions. Substantially deteriorating economic and financial
conditions, reduced consumer confidence and spending, increases
in fuel prices, lower credit availability, financial market
declines, and asset value deterioration all contributed to
substantially lower financial performance in the fiscal years
ended September 30, 2008 and 2009 including significant losses,
and a pre-tax loss in the fiscal year ended September 30, 2010.

We have taken a number of actions to address recent market and
economic conditions, including deferring our acquisition
program, slowing our new store openings, reducing our inventory
purchases, engaging in inventory reduction efforts, closing a
number of our retail locations, significantly reducing our
headcount, and modifying our debt structure and credit
agreement. We cannot predict the length or severity of the
current recessionary environment or the magnitude of the effects
it will have on our operating performance nor can we predict the
effectiveness of the measures we have taken to address this
environment.”

H. Christopher Owings

Assistant Director

United States Securities and Exchange Commission

Page 3

April 1, 2011

    Therefore, the disclosure makes it clear that economic conditions substantially
affected the Company’s business and that the Company took steps to address those
conditions. The Company believes that these steps position itself for long-term
success and growth when economic conditions improve.

    •

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

    Company Response: Reference is made to the Company’s first comment above.

    •

    “[W]e have...substantially outperform[ed] the industry” on page 41.

    Company Response: The Company reviews a wide range of industry statistics,
including the National Marine Manufacturer Association Recreational Boating
Abstract, which is a comprehensive summary of statistics on recreational boating in
the United States, and Boating Industry Magazine. The Company also reviews reports
from its principal boat manufacturer, Brunswick Corporation, which is the world’s
largest boat manufacturer. These statistics made it clear to the Company that its
performance, although adversely effected, has been better than the industry.

Item 1A. Risk Factors, page 23

The availability and costs of borrowed funds..., page 23

    2.

    SEC Comment: Please revise the risk factor to quantify, as of
September 30, 2010, the age of your inventory and the corresponding allowable advance
rate under your credit facility. Please also disclose the different levels of
allowable advance rate, with the corresponding ages of inventory, set forth under your
credit facility.

    Company Response: The provisions of the Company’s credit agreement are
complex. The inventory aging provisions of the credit facility are not meaningful
since the aging metrics change on a daily basis. The Company discloses on a
quarterly basis the outstanding loans under its credit agreement and the amount of
additional loan availability, which is the most important information for
investors. The Company also discloses the effect of a hypothetical 100 basis point
increase in LIBOR and the related increase in annual pre-tax interest expense.

H. Christopher Owings

Assistant Director

United States Securities and Exchange Commission

Page 4

April 1, 2011

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,
page 40

Overview, page 40

    3.

    SEC Comment: We note your disclosure on pages 24 and 44 that 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 business. 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 new and used boat sales segments.

    Company Response: The Company stated on page 24 of its Form 10-K Report:

“We are increasing our efforts to grow our financing and
insurance, parts and accessory, service, and boat storage
businesses to better serve our customers and thereby increase
revenue and improve profitability to these higher margin
businesses. In addition, we are implementing aggressive
programs to substantially increase the sale over the Internet of
used boats, parts, accessories and supplies. These efforts and
programs are designed to increase our revenue and reduce our
dependence on the sale of new boats. These business initiatives
will require us to add personnel, enter business in which we do
not have extensive experience, and encounter substantial
competition. As a result, we may not be successful and we may
increase our expenses.”

    The Company never stated it was shifting its product mix. Instead, the Company
merely stated it was increasing its efforts to grow other parts of its business,
but also disclosed the fact that it may not be successful in those efforts.

Liquidity and Capital Resources, page 46

    4.

    SEC Comment: We note that you disclose on page 40 that the weakness
in consumer spending has caused you to defer your acquisition program and delay new
store openings. Accordingly, please clarify why you have identified “growth through
acquisitions and new store openings” as one of

H. Christopher Owings

Assistant Director

United States Securities and Exchange Commission

Page 5

April 1, 2011

    your primary cash needs. If you plan to resume your acquisition strategy in fiscal
2011, then please disclose such information in the “—Overview” subsection.

    Company Response: The Company stated as follows on page 5 of its Form 10-K
Report:

“Despite the foregoing actions, we are maintaining our core
values of customer service and satisfaction and plan to continue
to pursue strategies that will enable us to achieve long-term
growth... Upon a return to more normal economic conditions, we
plan to resume expanding our business through acquisitions in
new geographical territories, and new store openings in existing
territories. In addition, we plan to continue to expand other
services, including conducting used boat sales; offering yacht
and boat brokerage services; offering our customers the ability
to finance new or used boats; offering extended service
contracts; arranging insurance coverage, including boat
property, credit-life, accident, disability, and casualty
coverage; selling related marine products, including engines,
trailers, parts, and accessories; providing maintenance and
repair services at our retail locations and at stand-alone
service facilities; and expanding our ability to provide slip
and storage accommodations. Our expansion plans will depend
upon the return of normal economic conditions.”

    The Company has completed more than 20 acquisitions and opened 28 new retail
locations in existing territories since its formation. Acquisitions and new store
openings remain important strategies of the Company. As clearly indicated, the
Company plans to resume growth through acquisitions and new store openings when
more normal economic conditions return. The Company, however, cannot predict when
more normal economic conditions will return.

    5.

    SEC Comment: Please discuss here or in the “Business” section the
obligation of your dealerships to pay to you dividends and other payments and clarify
whether such dividends and other payments are based on your dealerships’ sales of the
products and performance of the services described in pages 9 through 13. Please also
specify the types of contributions from your dealerships that constitute “other
payments.”

H. Christopher Owings

Assistant Director

United States Securities and Exchange Commission

Page 6

April 1, 2011

    Please also clarify whether you consider such dividends and other payments to be
cash provided by operating activities.

    Company Response: The Company currently owns 100% of its dealerships
through wholly owned corporate subsidiaries or limited liability companies. In the
future, the Company may utilize other structures. Accordingly, distributions from
the dealerships are totally within the control of the Company and are not subject
to contractual or other restrictions. Corporate subsidiaries pay dividends, and
limited liability companies make distributions. Other owned entities may make
other types of payments. Such dividends and other payments are not based on the
sales of products and performance of services of the dealerships.

    6.

    SEC Comment: When you have identified more than one reason 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 year
ended September 30, 2010, cash provided by operating activities was primarily related
to a decrease in inventories, a decrease in accounts receivable from manufacturers,
and a decrease in income tax receivable, partially offset by a decrease in accounts
payable. 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 manufacturers 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.

    Company Response: The Company believes it has provided adequate
disclosures of known trends, the impact of any significant economic changes, and a
discussion of the causes of material changes over the reported periods in financial
statement line items “to the extent necessary to an understanding of the
registrant’s businesses as a whole,” as required by Instruction 4 to Item 303(a) of
Regulation S-K.

Item 9A. Controls and Procedures, page 50

Limitations on the Effectiveness of Controls, page 50

    7.

    SEC Comment: We note your disclosure in this section that “[a]
control system...can provide only reasonable, not absolute, assurance that the
objectives 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 reasonable assurance of achieving their objectives and

H. Christopher Owings

Assistant Director

United States Securities and Exchange Commission

Page 7

April 1, 2011

    that your principal executive officer and principal financial officer concluded
that your disclosure controls and procedures are effective at that reasonable
assurance level. Alternatively, please remove the reference to the level of
assurance of your disclosure controls and procedures. See Section II.F.4 of Release
No. 33-8238 (June 5, 2003).

    Company Response: The Company confirms that its disclosure controls and
procedures are designed to provide reasonable assurance of achieving their
objectives and that the principal executive officer and the principal financial
officer concluded that the Company’s disclosure controls and procedures are
effective at that reasonable assurance level.

    In future filings, the Company will revise the second paragraph of the disclosure
under Part II, Item 9A of our Form 10-K and Part I, Item 4 of the Forms 10-Q to
read as follows:

“Our Chief Executive Officer and Chief Financial Officer have
evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934) as of the end of the period covered by this report. Based
on such evaluation, such officers have concluded that, as of the
end of the period covered by this report, our disclosure
controls and procedures were effective at the reasonable
assurance level.”

Exhibits 10.21(f), 10.21(g) and 10.28

    8.

    SEC Comment: 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 filed pursuant to Item
601(b)(2) of Regulation S-K, you must include all schedules, exhibits and similar
attachments to agreements filed pursuant to Item 601(b)(10) of Regulation S-K.
Accordingly, please amend your 10-Q for fiscal quarter ended June 30, 2010 to re-file
the agreements filed as Exhibits 10.21(f) and 10.21(g) and include the exhibits to
such agreements. Please re-file a complete copy of the agreement filed as Exhibit
10.28 with your next periodic report.

    Company Response: The Company does not believe that the omitted exhibits
materially enhance a reader’s understanding of the filed agreements. Specifically,
with respect to Exhibits A, B, and C, to Exhibit 10.21(f), the

H. Christopher Owings

Assistant Director

United States Securities and Exchange Commission

Page 8

April 1, 2011

    information omitted consists of a list of the Company’s vendors, a list of its
existing liens, and a list of its current locations, respectively; none of this
information is material to a reader’s understanding of the agreement, which is
summarized on pages 15-16 of the Company’s Form 10-K Report. Similarly, Exhibits
A, B, and C to Exhibit 10.21(g) and Exhibit A to Exhibit 10.28 are simply blank
admi