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corresp

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W., Mail Stop 3561

Washington, D.C. 20549-0305

Attention: Scott Anderegg, Staff Attorney

    Re:

    MarineMax, Inc. (the “Company”)

    Form 10-K for the fiscal year ended September 30, 2007

    Filed: December 11, 2007

    Definitive Proxy Statement filed on Schedule 14A

    Filed: January 16, 2008

    Written Response

    Filed: June 26, 2008

    File No. 1-14173

Ladies and Gentlemen:

     We are responding to comments on the Company’s above-referenced filings under the Securities
Act of 1934, as amended, provided by the staff (the “Staff”) of the Securities and Exchange
Commission by letter dated July 17, 2008. The Company’s responses to the Staff’s comments are
indicated below, directly following a restatement of each comment in bold, italicized type.

SEC Comment

Compensation Discussion and Analysis, page 6

    1.

    We note your response to prior comment four in our letter dated May 28, 2008. We
recognize that specific disclosure of future events is not possible, but rather what is
requested is the general format and tenor of your proposed disclosure expanded from your
prior year information. We understand that your disclosure will be tailored to the
specifics at the time. We also note you believe disclosure of quantitative criteria would
cause you competitive harm. Please revise your disclosure to discuss how difficult it will
be for named executive officers or how likely it will be for you to achieve the
quantitative criteria. Please see Instruction 4 to Item 402(b) of Regulation S-K and the
questions in Section 118 of the Compliance & Disclosure Interpretations July 3, 2008 at
http://www.sec.gov/divisions/corpfin.cfguidance.shtml#regs-k. Please provide us
with the disclosure you would expect to present in future filings regarding quantitative
disclosure and the difficulty of achieving the criteria.

Company Response

We have reviewed you comment and the instructions you have referred to us. While
probabilities of achieving the goals are difficult to determine in advance, our Compensation
Committee strives to make them challenging but achievable. To this point, we would also
like to note that within the Compensation Discussion and Analysis last year we did disclose
the number of goals and objectives that were achieved during the year. We have drafted a
modification to our disclosures from last year to include additional information about the
achievability of the goals and objectives.

Overview and Philosophy

     Our Board of Directors has appointed a Compensation Committee, consisting of
independent members of the Board of Directors, to review and approve corporate goals and
objectives relevant to the

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compensation of our Chief Executive Officer, evaluate the performance of our Chief
Executive Officer in light of those goals and objectives, and determine and approve the
compensation of our Chief Executive Officer based on this evaluation. The Compensation
Committee also recommends to the Board of Directors with respect to, or, as directed by the
Board of Directors, determines and approves, compensation of our other executive officers
and their corporate goals and objectives. The Compensation Committee makes every effort to
ensure that the compensation plans are consistent with our values and are aligned with our
business strategy and goals. Additionally, the Compensation Committee makes every effort to
ensure that the corporate goals and objectives, contained within the plans, are challenging
enough to promote performance and not at a level to easily be achieved.

     Our compensation program for executive officers consists primarily of base salary,
incentive bonuses, discretionary bonuses, and long-term incentives in the form of
stock-based awards, which may include stock options, shares of restricted common stock,
restricted stock units, or a combination thereof. Executives also participate in various
other benefit plans, including medical and retirement plans, that generally are available to
all of our employees. We consider each element of compensation collectively with other
elements of compensation when establishing the various forms, elements, and levels of
compensation.

     Our philosophy is to pay base salaries to executives at levels that enable us to
attract, motivate, and retain highly qualified executives, with base salaries generally set
at levels below those of our peer companies taking into account the possibility of the
receipt by our executives of performance-based incentive bonuses. Incentive bonuses are
designed to reward individuals for performance based on our company’s financial results as
well as the achievement of personal and corporate objectives that contribute to our
long-term success in building stockholder value. This pay for performance philosophy aligns
incentive bonus payments with the achievement of financial results. Therefore, incentive
bonuses will be directly impacted if we do not achieve the expected financial results.
Grants of stock-based awards are intended to result in limited rewards if the price of our
common stock does not appreciate, but may provide substantial rewards to executives as our
stockholders in general benefit from stock price appreciation. Grants of shares of
stock-based awards also are intended to align compensation with the price performance of our
common stock. Total compensation levels reflect corporate positions, responsibilities, and
achievement of goals. As a result of our performance-based philosophy to compensation,
compensation levels may vary significantly from year to year and among our various executive
officers. In general, we expect the compensation level of our Chief Executive Officer will
be higher than that of our other executive officers assuming relatively equal achievement of
performance targets.

SEC Comment

Certain Transactions, page 19

    2.

    We note your response to prior comment six in our letter dated May 29, 2008. You state
in your proposed disclosure that your board of directors will review and approve
transactions with you directors or officers. Please revise this discussion to provide
additional information regarding your policies and procedures relating to the review and
approval of such transactions, as required pursuant to Item 404(b) of Regulation S-K.
Specifically, indicate how you will determine whether a board member or an officer has a
“direct or indirect financial interest” in the transaction. Please also indicate whether
these policies and procedures are in writing.

Company Response

While we have maintained policies and procedures for handling transactions with
related persons, this policy has not historically been in writing. We have
subsequently prepared a written policy that will be proposed at the next meeting of
our Board of Directors. We anticipate that the policy will be ratified at the
meeting and have prepared the following accordingly.

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Policy Regarding Related Person Transactions

          Our Board of Directors requires the review, consideration, and approval by our
Nominating/Corporate Governance Committee of any transaction directly or indirectly between our
company and a related person that involves more than $60,000. A related person is any director,
officer, or more than 5% stockholder of our company, including any member of such person’s
immediate family or any entity owned or controlled by such person. A transaction is any
transaction, arrangement, or relationship other than involving compensation for services provided
to us in the capacity that makes such director, officer, or stockholder a related person. In
approving or rejecting a proposed related-person transaction, the Nominating/Corporate Governance
Committee considers the facts and circumstances it deems relevant, including the risks, costs, and
benefits to us; the terms of the transaction; and the availability of comparable products or
services at comparable or better terms from unrelated third parties. The Nominations/Corporate
Governance Committee may approve a related-person transaction only when it considers such
transaction to be in the best interests of our company.

     Thank you for the comments associated with review of our filings. We have attempted to
respond fully with the comments provided to ensure the adequacy and accuracy of our filings. If you
have any questions please contact myself, Mike McLamb our CFO at 727-531-1700x10131 or Jack Ezzell
our Chief Accounting Officer and Controller at 727-531-1700x10107.

Sincerely,

Mike McLamb, CFO

MarineMax, Inc.

727-531-1700x10102

    Cc:

    Bill McGill — MarineMax, Inc.

Bob Kant — Greenberg Traurig

Mike Poland — E&Y

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