SecProbe.io

November 20, 2025
Thomas C. Baker
Chief Financial Officer
PC Connection, Inc.
730 Milford Road
Merrimack , New Hampshire 03054
Re:PC Connection, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2024
Form 10-Q for the Fiscal Period Ended June 30, 2025
File No. 000-23827
Dear Thomas C. Baker:
            We have completed our review of your filings. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

October 10, 2025

By EDGAR Submission

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Re: PC Connection, Inc.
Form 10 K for the Fiscal Year Ended December 31, 2024
Form 10 Q for the Fiscal Period Ended June 30, 2025
File No. 000-23827

Dear Ms. Chaudhry and Mr. Jones:

PC Connection, Inc. (the “Company”, “we”, “our” or “us”) provides this letter in response to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter to the Company dated September 29, 2025 (the “Comment Letter”) pertaining to the above-captioned filings. For ease of reference, the Staff’s comments contained in the Comment Letter are reproduced in bold, italicized font in this letter, and the corresponding responses of the Company are shown below the respective comments.

Form 10-Q for the Fiscal Period Ended June 30, 2025

Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations

Liquidity and Capital Resources

Summary of Sources and Uses of Cash, page 26

1. Your disclosure appears to discuss how reported operating cash was derived for each period, as already presented in the statement of cash flows. Rather, your disclosure should be a comparative analysis of the change from period to period in the reported amount of operating cash flows. Refer to Item 303(b) and (c) of Regulation S-K. Please revise as appropriate.

In response to the Staff’s comments, in future filings, we will disclose the change from period to period of our operating cash flow with an expanded tabular presentation and structure the comparative analysis as follows:

​

 ​

 ​

 ​

 ​

 ​

 ​

 ​

 ​

​

 Six Months Ended June 30,

(in millions)

 2025

 ​

 2024

 ​

 Change

Net income

 $

  38.3

 ​

 $

  39.3

 ​

 $

  (1.0)

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

 ​

 ​

 ​

 ​

 ​

 ​

 ​

 ​

Depreciation and amortization

 ​

  6.0

 ​

 ​

  6.5

 ​

 ​

  (0.5)

Adjustments to credit losses reserve

 ​

  1.1

 ​

 ​

  0.4

 ​

 ​

  0.7

Stock-based compensation expense

 ​

  4.7

 ​

 ​

  4.2

 ​

 ​

  0.5

Deferred income taxes

 ​

  -

 ​

 ​

  1.6

 ​

 ​

  (1.6)

Amortization of discount on short-term investments, net

 ​

  (1.7)

 ​

 ​

  (5.6)

 ​

 ​

  3.9

Other adjustments

 ​

  (0.2)

 ​

 ​

  0.1

 ​

 ​

  (0.3)

Changes in assets and liabilities:

 ​

 ​

 ​

 ​

 ​

 ​

 ​

 ​

Accounts receivable

 ​

  (26.7)

 ​

 ​

  7.6

 ​

 ​

  (34.3)

Inventories

 ​

  (38.4)

 ​

 ​

  (12.4)

 ​

 ​

  (26.0)

Prepaid expenses and other current assets

 ​

  (4.1)

 ​

 ​

  (5.8)

 ​

 ​

  1.7

Other non-current assets

 ​

  (1.6)

 ​

 ​

  0.4

 ​

 ​

  (2.0)

Accounts payable

 ​

  3.4

 ​

 ​

  53.2

 ​

 ​

  (49.8)

Accrued expenses and other liabilities

 ​

  (6.9)

 ​

 ​

  6.2

 ​

 ​

  (13.1)

Net cash (used in) provided by operating activities

 $

  (26.1)

 ​

 $

  95.7

 ​

 $

  (121.8)

​

The decrease in net cash from operating activities of $121.8 million for the six months ended June 30, 2025 was primarily attributable to changes in accounts payable, accounts receivable, inventories, and accrued expenses and other liabilities of $49.8 million, $34.3 million, $26.0 million, and $13.1 million, respectively. The decrease in cash from operating activities attributable to accounts payable is primarily due to the timing of payments. The decrease in cash from operating activities attributable to accounts receivable is primarily driven by the increased sales activity and the timing of collections. The decrease in cash from operating activities attributable to inventories is primarily due to increased inventory purchases related to large customer rollouts and management’s decision to purchase inventory in advance of anticipated tariffs. The decrease in cash from operating activities attributable to accrued expenses and other liabilities is primarily due to the timing of payments.

​

Form 10-K for the Fiscal Year Ended December 31, 2024

Item 2. Properties, page 27

 2. You disclose the two Merrimack leases with a related party have expired and you continue to occupy the facilities. You state you continue to pay rent and other associated costs for the facilities. Please tell us whether you continue to record these facilities as leases in your financial statements and disclose your intention to enter into new leases for them. Also, tell us where cash paid for these facilities is reported, similar to amounts reported in note 7 for cash paid in the measurement of lease liabilities and capitalized leases. Further, tell us whether amounts for these facilities are reflected in the schedule of future lease payments and the ROU asset/lease liability balances in note 7.

We confirm for the Staff that the Company continues to pay rent and associated costs for the two Merrimack, New Hampshire facilities for which the written lease agreements have expired. The Company continues to occupy the facilities on a month-to-month basis under the terms of the prior written lease agreements. It is the Company’s intention to enter into a written long-term lease for these facilities, and we will disclose our intention in future filings.

The expense for these facilities is recorded within selling, general and administrative expenses on the consolidated statements of income and presented in our short-term lease cost presented in Note 7. The cash paid for the facilities is not presented in the supplemental cash flow disclosure within Note 7 as there are no lease liabilities or capitalized operating leases associated with the facilities. The cash paid is included in our cash flows provided by operating activities. The cash paid is also not reflected in the schedule of future lease payments over the remaining term of capitalized operating leases and the ROU asset/lease liability balances within Note 7.

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

Year-Over-Year Comparisons

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Gross profit, page 34

 3. You discuss increases in gross profit and/or gross margin in terms of the amount of software sales recognized on a net basis and/or improved invoice margins. Please explain to us and disclose why and how software sales recognized on a net basis positively impact gross profit and gross margin and the basis for improved invoice margins. Compare and contrast your reference here to product sales to your disclosures on pages 30 and 31 that service revenues have higher margins but neither is identified here as contributing to improved gross profit/margins. Also, we note cost of sales appears to be material to your results of operations. In this regard, for each segment, discuss and quantify the extent changes in cost of sales impact gross profit and gross margin. In your revised disclosure, discuss and

​

  quantify the significant components of costs of sales, to the extent material. Refer to Item 303(b) and (2)(i) and (2)(iii) (relative to improved invoice margins, if applicable) therein.

Software sales recognized on a net basis do not impact gross profit when compared to software sales recognized on a gross basis. The sales and cost of sales recognized on a gross basis equates to the same gross profit value as sales recognized on a net basis because the cost of sales amount is netted against the gross sales amount and reported in the financial statements as net sales with no related cost of sales reported. Additionally, gross margin is positively impacted by an increase in the amount of software sales recognized on a net basis because these sales are reported in the financial statements at 100% margin. In response to the Staff’s comments, in future filings, we will further clarify within management’s discussion and analysis how the increase in software sales sold on a net basis positively impacts gross margin.

Our basis for improved invoice margins in desktops for the Enterprise Solutions segment, desktops and notebooks/mobility for the Business Solutions segment, and notebooks/mobility for the Public Sector Solutions segment is due to changes in selling prices of the respective product categories as a result of changes in the mix of customers to whom these products were sold. In response to the Staff’s comments, in future filings, we will disclose the basis for improved invoice margins to the extent material.

References to product sales within our gross profit and gross margin year-over-year comparisons are provided to disclose the material underlying factors that caused the overall changes in the financial statement line item at the segment level. The service revenue disclosure on pages 30 and 31 is a trend that may affect future performance. However, the service revenues were immaterial to our financial results for the comparative periods presented and as such, were not included as factors impacting the overall changes.

We discuss changes in net sales, gross profit, and gross margin by segment within our MD&A as these are the significant components that affect the amount of reported income. Our cost of sales consists primarily of product costs, and as mentioned above in our response, gross profit and gross margin changes are primarily as a result of sales changes and changes in customer mix affecting the selling prices of products. Therefore, cost of sales trend information can be derived from the net sales, gross profit, and gross margin disclosures. As a result, we respectfully advise the Staff of our view that a separate discussion on cost of sales would be repetitive and not required, consistent with Instruction 2 to Item 303(b) of Regulation S-K.

Consolidated Statements of Income, page F-5

 4. Please explain to us why you do not separately present revenue from services and cost of services pursuant to Rule 5-03(b)1(d) and 2(d) of Regulation S-X.

We confirm for the Staff that for the years ended December 31, 2024 and 2023, services revenue and cost of services did not meet the 10% threshold pursuant to Rule 5-03(b) of Regulation S-X.

​

*****

If you have any questions, please do not hesitate to contact the undersigned at tom@connection.com or (603) 683-2505.

Sincerely,

/s/ Thomas Baker

Thomas Baker

Chief Financial Officer

​

September 29, 2025
Thomas C. Baker
Chief Financial Officer
PC Connection, Inc.
730 Milford Road
Merrimack , New Hampshire 03054
Re:PC Connection, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2024
Form 10-Q for the Fiscal Period Ended June 30, 2025
File No. 000-23827
Dear Thomas C. Baker:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-Q for the Fiscal Period Ended June 30, 2025
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources
Summary of Sources and Uses of Cash, page 26
1.Your disclosure appears to discuss how reported operating cash was derived for each
period, as already presented in the statement of cash flows. Rather, your disclosure
should be a comparative analysis of the change from period to period in the reported
amount of operating cash flows. Refer to Item 303(b) and (c) of Regulation S-K.
Please revise as appropriate.

September 29, 2025
Page 2
Form 10-K for the Fiscal Year Ended December 31, 2024
Item 2. Properties, page 27
2.You disclose the two Merrimack leases with a related party have expired and you
continue to occupy the facilities. You state you continue to pay rent and other
associated costs for these facilities. Please tell us whether you continue to record these
facilities as leases in your financial statements and disclose your intention to enter into
new leases for them. Also, tell us where cash paid for these facilities is reported,
similar to amounts reported in note 7 for cash paid in the measurement of lease
liabilities and capitalized leases. Further, tell us whether amounts for these facilities
are reflected in the schedule of future lease payments and the ROU asset/lease liability
balances in note 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Year-Over-Year Comparisons
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
Gross profit, page 34
3.You discuss increases in gross profit and/or gross margin in terms of the amount of
software sales recognized on a net basis and/or improved invoice margins. Please
explain to us and disclose why and how software sales recognized on a net basis
positively impact gross profit and gross margin and the basis for improved invoice
margins. Compare and contrast your reference here to product sales to your
disclosures on pages 30 and 31 that service offerings carry higher margins than
traditional product sales and service revenues have higher margins but neither is
identified here as contributing to improved gross profit/margins. Also, we note cost of
sales appears to be material to your results of operations. In this regard, for each
segment, discuss and quantify the extent changes in cost of sales impact gross profit
and gross margin. In your revised disclosure, discuss and quantify the significant
components of costs of sales, to the extent material. Refer to Item 303(b) and (2)(i)
and (2)(iii) (relative to improved invoice margins, if applicable) therein.

September 29, 2025
Page 3
Consolidated Statements of Income, page F-5
4.Please explain to us why you do not separately present revenue from services and cost
of services pursuant to Rule 5-03(b)1(d) and 2(d) of Regulation S-X.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Aamira Chaudhry at 202-551-3389 or Doug Jones at 202-551-3309
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
September 20, 2022
Thomas Baker
Chief Financial Officer
PC Connection, Inc.
730 Milford Rd.
Merrimack, New Hampshire 03054
Re:PC Connection, Inc.
Form 10-K for the Year Ended December 31, 2021
Filed March 14, 2022
Form 10-Q for the Quarterly Period Ended June 30, 2022
Filed August 4, 2022
File No. 000-23827
Dear Mr. Baker:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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September 13, 2022

By EDGAR Submission

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Re: PC Connection, Inc.
Form 10-K for the Year Ended December 31, 2021, Filed March 14, 2022
Form 10-Q for the Quarterly Period Ended June 30, 2022, Filed August 4, 2022
File No. 000-23827

Dear Ms. Geddes and Mr. Jones:

PC Connection, Inc. (the “Company”, “we”, “our” or “us”) provides this letter in response to the comments received from the staff of the Securities and Exchange Commission (the “Commission”) in a letter to the Company dated August 31, 2022 (the “Comment Letter”) pertaining to the above-captioned filings. For ease of reference, the Commission staff’s comments contained in the Comment Letter are reproduced in bold, italicized font in this letter, and the corresponding responses of the Company are shown below the respective comments.

Form 10-Q for the Interim Period Ended June 30, 2022

Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 15

1. You state changes in customer and product mix affected your gross margin percentage. Please expand your disclosure to explain with more specificity why and how.

We acknowledge the Commission staff’s comment regarding our disclosure on page 16 of our Form 10-Q for the quarterly period ended June 30, 2022 (“Form 10-Q”) that “[g]ross profit increased year-over-year by $20.6 million, or 17.7%, to $136.9 million, primarily due to the changes in product mix and increases in total net sales.” As explained in the Form 10-Q, the reasons customer and product mix affected our gross margin percentage include the following:

1

Customer Mix

On page 16 of the Form 10-Q, we provide tabular disclosure of our percentage of net sales by segment for the three-and six-month periods ended June 30, 2022 and 2021, which discloses that our higher margin Business Solutions customer base grew and constituted a greater portion of our net sales for the 2022 periods, as compared to the corresponding prior year periods, resulting in a corresponding decline in our lower margin Enterprise Solutions segment as a portion of our net sales.

In addition to the foregoing, we provide more granular disclosure regarding our gross profit by segment and our percentage of net sales by segment for the three-month periods ended June 30, 2022 and 2021, on page 17 of the Form 10-Q, and for the six-month periods ended June 30, 2022 and 2021, on page 19 of the Form 10-Q. This disclosure further illustrates shifts in our customer mix.

Product Mix

On page 16 of the Form 10-Q, we provide tabular disclosure of our percentage of net sales by product mix for the three- and six-month periods ended June 30, 2022 and 2021. This tabular disclosure illustrates that our product mix shifted during the periods from our higher margin/lower volume server/storage and other hardware/services categories to the lower margin/higher volume workplace solution products categories, such as notebook/mobility, desktops and accessories.

The disaggregation of revenue tables on pages 7 and 8 of the Form 10-Q disclose the dollar increases in the lower margin workplace solutions products, such as notebooks/mobility, desktops, and accessories categories, for all three segments, while the higher margin server/storage and other hardware/services categories decreased for the Enterprise Solutions segment. This shift in product mix resulted in some changes in gross margin percentages across our segments for the three months ended June 30, 2022 and increased overall gross profit for the same period due to increases in overall sales volume, while overall gross margin percentage remained flat year-over-year.

Though we are of the view that disclosures elsewhere in the Form 10-Q illustrate the customer and product mix changes, we can appreciate how certain disclosures could be enhanced going forward.

As an example, in future filings, where appropriate, we expect to enhance sentences like those on pages 18 and 20 of the Form 10-Q with respect to product and customer mix changes by referring the reader to other parts of the Form 10-Q that expand on those drivers and then summarizing the major impacts from that information. For instance, taking the disclosure on page 18 of the Form 10-Q, in future filings, to the extent applicable, we will expand such disclosure to read similar to the following: “Gross profit for the Enterprise Solutions segment

​

2

increased primarily as a result of the 13.6% increase in net sales as referenced in the table on page 17. Gross margin decreased by 80 basis points primarily due to changes in product mix as compared to the prior year as shown in the table on page 7. The changes in the product mix for the Enterprise Solution segment show sales declines in the higher margin server/storage product categories from the prior year and increases in lower margin notebook, desktops and accessories products.”

Liquidity and Capital Resources
Summary of Sources and Uses of Cash, page 22

​

 2. Your disclosure appears to focus on how net cash used in operating activities was derived for each period as presented in the statement of cash flows. Pursuant to Item 303 of Regulation S-K, your discussion should be an analysis of why operating cash changed from period to period. That is, your analysis should be on the reasons operating cash went from cash provided of $31.8 million in 2021 to cash used of $8.4 million in 2022. In performing your analysis, note that references to results, noncash items and working capital items may not provide a sufficient basis to understand how operating cash actually was affected between periods. For example, an increase in accounts receivable due to an increased level of sales as you cited does not appear to directly change cash. Refer to the introductory paragraph of section IV.B and paragraph B.1 of Release No. 33-8350 for guidance. Please revise your disclosure as appropriate.

We acknowledge the Commission staff’s comment. In the Form 10-Q, we described net cash used in operating activities for the six months ended June 30, 2022, and the material changes relative to the prior year period. We have considered Section IV.B of Release No. 33-8350, including the following excerpt:

If the increase in working capital was driven principally by an increase in accounts receivable that is attributable not to an increase in sales, but rather to a revised credit policy resulting in an extended payment period for customers, these facts would need to be addressed in MD&A to the extent material, along with the resulting decrease in cash provided by operations, if not otherwise apparent.

In this regard, we disclosed on page 22 of the Form 10-Q that “[c]ash used in operations during the six months ended June 30, 2022, resulted primarily from . . . (ii) a $38.1 million increase in accounts receivable, primarily driven by increased level of sales in the first six months of 2022 compared to the prior period . . . .”  This increase in accounts receivable, which was the largest driver of our cash used in operating activities, resulted from our increase in net sales during the period. Moreover, because no other change significantly impacted the increase in accounts receivable, we believe the disclosure in the Form 10-Q fits within the guidance provided in Section IV.B of Release No. 33-8350.

​

3

In addition to the other working capital-related drivers described on page 22 of the Form 10-Q, we also provided additional disclosure concerning the management of our working capital and operating cash needs, which provides an analysis of the material changes in our cash used in operating activities. For instance, on page 22 of the Form 10-Q, we disclosed that our cash conversion cycle increased two days for the three months ended June 30, 2022, to 58 days, compared to 56 days for the three months ended June 30, 2021. During this period, we were able to collect cash four days sooner than we did during the same period in 2021. This improvement was offset, however, as a result of the Company paying its vendors three days sooner (the three-day reduction in days of purchases outstanding) and storing three additional days of inventory (the three-day increase in days of supply in inventory), which, collectively, negatively impacted our operating cash flows.

In future filings, we will consider the Commission staff’s comment alongside our review of other Commission guidance for preparing MD&A disclosure.

 3. We note your accounts receivable balance at June 30, 2022 is over 20% of your net sales for the twelve months ended the same date, and that it was just over 15% of annual net sales at December 31, 2017. Please explain to us why the accounts receivable balance has become a larger percentage of your net sales. It appears your accounts receivable has been a consistent negative adjustment in arriving at your net cash flows of operating activities on a three months basis in each quarter from the quarter ended September 30, 2020 through the quarter ended June 30, 2022. In connection with the previous sentence and along with the first sentence, please explain to us how your days of sales outstanding at December 31, 2021 and June 30, 2022 has decreased from the respective corresponding period ended amount.

When comparing accounts receivable as a percentage of net sales, we note the Company’s adoption of ASC 606, Revenue from Contracts with Customers, in calendar 2018. The mandatory adoption of this new revenue recognition standard did not affect accounts receivable accounting, but it resulted in a relative decrease in the Company’s revenue following the adoption of ASC 606 as compared to prior periods that accounted for revenue under the predecessor standard, ASC 605, Revenue Recognition. As such, the comparison for periods of December 31, 2017 and June 30, 2022 is not meaningful for determinations of trends when the underlying accounting standard for revenue recognition is different and, by its nature, results in an increase in accounts receivable as a percentage of net sales. Since December 31, 2018, accounts receivable as a percentage of net sales for the trailing twelve months increased from 16.7% to 23.6% as of December 31, 2020. The increase in this percentage resulted from the above-referenced change in the Company’s adoption of ASC 606 and the impact to the general business environment resulting from the COVID-19 pandemic, which commenced in the second quarter of 2020. As disclosed on page 24 in our Form 10-Q for the quarter ended September 30, 2020, the Company extended payment terms for some of its customers in response to the declining business

​

4

conditions associated with the COVID-19 pandemic. The combination of extended customer payment terms and decreased sales volume (and billings) in the second quarter of 2020 increased accounts receivable as a percentage of net sales commencing in the third quarter of 2020.

Since the end of 2020, accounts receivable as a percentage of net sales using the trailing twelve months of net sales has been consistently declining, primarily as business conditions and credit terms normalized. As a result of these improving conditions, our accounts receivable as measured in Days Sales Outstanding has continued to improve as at December 31, 2021 and June 30, 2022, when compared to prior periods.

Net sales activity has increased in every quarter since the second quarter of 2020 except for the first quarters of 2021 and 2022, resulting in higher accounts receivable balances in each quarter (except for the three months ended March 31, 2021). Accordingly, the consistent negative adjustment in arriving at our net cash flows from operating activities on a three-month basis in each quarter since September 30, 2020 is attributed to billings outpacing improving collections as the Company has experienced significant revenue growth during these periods, thus accounting for the net use of cash in operating activities as reported in the statement of cash flows.

*****

If you have any questions, please do not hesitate to contact the undersigned at tom@connection.com or (603) 683-2505.

Sincerely,

/s/ Thomas Baker

Thomas Baker

Chief Financial Officer

​

5

United States securities and exchange commission logo
August 31, 2022
Thomas Baker
Chief Financial Officer
PC Connection, Inc.
730 Milford Rd.
Merrimack, New Hampshire 03054
Re:PC Connection, Inc.
Form 10-K for the Year Ended December 31, 2021
Filed March 14, 2022
Form 10-Q for the Quarterly Period Ended June 30, 2022
Filed August 4, 2022
File No. 000-23827
Dear Mr. Baker:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the Interim Period Ended June 30, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 15
1.You state changes in customer and product mix affected your gross margin percentage.
Please expand your disclosure to explain with more specificity why and how.
Liquidity and Capital Resources
Summary of Sources and Uses of Cash, page 22
2.Your disclosure appears to focus on how net cash used in operating activities was derived
for each period as presented in the statement of cash flows.  Pursuant to Item 303 of
Regulation S-K, your discussion should be an analysis of why operating cash changed

 FirstName LastNameThomas Baker
 Comapany NamePC Connection, Inc.
 August 31, 2022 Page 2
 FirstName LastName
Thomas Baker
PC Connection, Inc.
August 31, 2022
Page 2
from period to period.  That is, your analysis should be on the reasons operating cash went
from cash provided of $31.8 million in 2021 to cash used of $8.4 million in 2022.  In
performing your analysis, note that references to results, noncash items and working
capital items may not provide a sufficient basis to understand how operating cash actually
was affected between periods.  For example, an increase in accounts receivable due to an
increased level of sales as you cited does not appear to directly change cash.  Refer to the
introductory paragraph of section IV.B and paragraph B.1 of Release No. 33-8350 for
guidance.  Please revise your disclosure as appropriate.
3.We note your accounts receivable balance at June 30, 2022 is over 20% of your net sales
for the twelve months ended the same date, and that it was just over 15% of annual net
sales at December 31, 2017. Please explain to us why the accounts receivable balance has
become a larger percentage of your net sales.  It appears your accounts receivable has
been a consistent negative adjustment in arriving at your net cash flows of operating
activities on a three months basis in each quarter from the quarter ended September 30,
2020 through the quarter ended June 30, 2022.  In connection with the previous sentence
and along with the first sentence, please explain to us how your days of sales outstanding
at December 31, 2021 and June 30, 2022 has decreased from the respective corresponding
period ended amount.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

Mail Stop 3561
May 26 , 2017

Timothy McGrath
President and Chief Executive Officer
PC Connection,  Inc.
730 Milford Road
Merrimack, New Hampshire  03054

Re: PC Connection, Inc.
 Form 10-K for Fiscal Year Ended December 31,  2016
Filed March 3, 2017
File No. 0-23827

Dear Mr. McGrath :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ William H. Thompson

 William  H. Thompson
Accounting Branch Chief
Office of Consumer Products

CORRESP
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filename1.htm

			pccc_Current_Folio_Corresp

			May 22, 2017

			Via EDGAR

			Securities and Exchange Commission

			Division of Corporation Finance

			100 F Street, NE

			Washington, DC 20549

			Attention: William H. Thompson, Accounting Branch Chief

			Re:       PC Connection, Inc.

			Form 10-K for Fiscal Year Ended December 31, 2016

			Filed March 3, 2017

			File No. 0-23827

			Dear Mr. Thompson:

			Set forth below are responses to the comments contained in your letter addressed to my attention, as President and Chief Executive Officer of PC Connection, Inc. (“PC Connection” or the “Company”), dated May 2, 2017 regarding the PC Connection Form 10-K for the fiscal year ended December 31, 2016 (the “Form 10-K”).  For your convenience, our responses below are preceded by the Staff’s comments. All section references refer to the corresponding sections of the Form 10-K unless otherwise noted, and all page references in our responses are to the pages in the Form 10-K.

			* * *

			Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 21

			Year-Over-Year Comparisons

			Year Ended December 31, 2016 Compared to Year Ended December 31, 2015, page 24

				 1.

			Comment:  We note that you identify more than one factor underlying increases in net sales related to your SMB and Large Account segments and selling, general and administrative expenses without quantifying the impact of the factors. In future filings please quantify, to the extent practical, the impact of each factor identified. Refer to Item 303(a)(3) of Regulation S-K and SEC Release No. 34-48960.

			Response:  We acknowledge the staff’s comment and have quantified, to the extent practical, the impact of each factor identified as underlying increases in net sales related to our SMB and Large Account segments and selling, general and administrative expenses in our Quarterly Report on Form 10-Q for the period ended March 31, 2017.  We will comply with the staff’s comment in future filings as well.

			Signatures, page 44

				 2.

			Comment:  The report must be signed on behalf of the registrant by its principal executive officer, its principal financial officer, its controller or principal accounting officer and by at least a majority of the board of directors. Any person who occupies more than one of the specified positions must indicate each capacity in which he signs the report. We note the report was not signed by your controller or principal accounting officer in the second signature block. Please revise. Refer to the signature page in Form 10-K and General Instruction D(2) of Form 10-K.

			Response: We acknowledge the staff’s comment and will file an amended Form 10-K to make clear that our Interim Chief Financial Officer is signing in his capacity as both Principal Financial Officer and Principal Accounting Officer in the second signature block.

			Item 8. Consolidated Financial Statements and Supplementary Data

			Notes to Consolidated Financial Statements

			6. Bank Borrowings, page F-16

				 3.

			Comment:  We note your disclosure that your credit facility and trade credit agreements contain certain financial ratios and operational covenants and other restrictions. Please clarify your disclosure and tell us whether the other restrictions pertain to the payment of dividends. If so, please tell us your consideration of disclosing the amount of retained earnings or net income restricted or free of restriction in accordance with Rule 4-08(e)(1) of Regulation S-X.

			Response:  We acknowledge the staff’s comment and advise the staff that our credit facility and trade credit agreements do not include restrictions on the payment of dividends. We have disclosed this in our Quarterly Report on Form 10-Q for the period ended March 31, 2017, and will include such clarifying disclosure as appropriate in future filings as well.

			***

			If you have any questions with respect to the foregoing or require further information, please contact the undersigned at 603-683-2296.

						Very truly yours,

						/s/ TIMOTHY MCGRATH

						Timothy McGrath

						President & Chief Executive Officer

CORRESP
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			pccc_Current_Folio_Corresp

			May 17, 2017

			VIA EDGAR

			Securities and Exchange Commission

			Division of Corporation Finance

			100 F Street, NE

			Washington, DC 20549

			Attention: William H. Thompson, Accounting Branch Chief

						Re:

						PC Connection, Inc.

						Form 10-K for Fiscal Year Ended December 31, 2016

						Filed March 3, 2017

						File No. 0-23827

			Dear Mr. Thompson:

			This letter is in response to your comment letter dated May 2, 2017, in respect of our Form 10‑K for the year ended December 31, 2016.  In your comment letter, you asked us to respond within ten business days.

			Via e-mail correspondence on May 15, 2017, we requested an extension of the deadline for responding to your comment letter to May 22, 2017.  The extension was requested to allow additional time for coordinating and preparing our response.  We hereby respectfully confirm our request for an extension, as agreed to by Yolanda Guobadia via telephone conversation on May 16, 2017.

			Please do not hesitate to contact the undersigned if you have any questions.

						Sincerely,

						/s/ TIMOTHY MCGRATH

						Timothy McGrath

						President and Chief Executive Officer

Mail Stop 3561
May 2 , 2017

Timothy McGrath
President and Chief Executive Officer
PC Connection,  Inc.
730 Milford Road
Merrimack, New Hampshire  03054

Re: PC Connection, Inc.
 Form 10-K for Fiscal Year Ended December 31,  2016
Filed March 3, 2017
File No. 0-23827

Dear Mr. McGrath :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstanc es, please  tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 21

Year -Over -Year Comparis ons

Year Ended December 31, 2016 Compared to Year Ended December 31, 2015, page 24

1. We note that you identify more than one factor underlying increases in net sales related to
your SMB and Large Account segments  and selling, general and administrative exp enses
without quantifying the impact of the factors.   In future filings please quantify , to the
extent practical , the impact of each factor identified.   Refer to Item 303(a)(3) of
Regulation S -K and SEC Release No.  34-48960.

Timothy McGrath
PC Connection, Inc.
May 2, 2017
Page 2

 Signatures, page 44

2. The re port must be signed on behalf of the registrant by its principal executive officer, its
principal financial officer, its controller or principal accounting officer and by at least a
majority of the board of directors .  Any person who occupies more than one  of the
specified positions must indicate each capacity in which he signs the report.  We note the
report was not signed by your controller or principal accounting officer in the second
signature block.  Please revise.  Refer to the signature page in Form 10-K and General
Instruction D(2) of  Form 10 -K.

Item 8.  Consolidated Financial Statements and Supplementary Data

Notes to Consolidated Financial Statements

6. Bank Borrowings, page F -16

3. We note your disclosure that your credit facility and trade credit agreements contain
certain financial ratios and operational covenants and other restrictions .  Please clarify
your disclosure and tell us whether the other restrictions pertain to the payment of
dividends.  If so, please tell us your consideration o f disclos ing the amount of retained
earnings or net income restricted or free of restriction in accordance with Rule 4 -08(e)(1)
of Regulation S -X.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their d isclosures, notwithstanding any review, comments, action or a bsence of
action by the staff.

You may contact Yolanda Guobadia, Staff Accountant  at (202) 551 -3562 , Donna Di
Silvio, Staff Accountant at (202) 551 -3202  or me at (202) 551 -3344 if you have que stions
regarding our comment s or any other questions.

Sincerely,

 /s/ William H. Thompson

 William  H. Thompson
Accounting Branch Chief
Office of Consumer Products

CORRESP
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Correspondence

 January 11, 2010

 Via facsimile (202-772-9204) and US Mail

 John Fieldsend, Attorney-Advisor

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 RE:

PC Connection, Inc.

Annual Report on Form 10-K for the Year Ended

December 31, 2008, Filed March 16, 2009

File No. 0-23827, and Related Filings

 Dear
Mr. Fieldsend:

 We are in receipt of your letter dated December 31, 2009, commenting on our 2008 Form 10-K filing and our various
2009 filings. Your letter requires that we respond within 10 business days (which I calculate to be Friday, January 15) or advise you when we will respond. I have been reviewing the SEC’s comments relating to those filings, and my staff
and I have been busy planning, gathering necessary information and otherwise working on creating appropriate responses.

 I have also, however,
reviewed the band-width of my staff during this busy year-end financial close and have determined that we will need additional time to provide adequate responses. We are all heavily occupied in closing the books, working with the auditors and
finalizing our 2009 financial results, which we will be initially reporting in our press release on February 4. Accordingly, I request that we be granted until February 12 to complete and submit our responses to your December 31
letter. I noted that most of the comments relate to prospective disclosure changes, and those changes will be incorporated in our 2009 Form 10-K report and 2010 Proxy Statement. I assure you that we will try to respond earlier if we can, and we can
most certainly file the amended 8-K report, containing the schedules and exhibits requested in your comment no. 2, well before that date.

 I
have attempted to call you but was unsuccessful, so I am sending this letter request to be delivered by fax with a hard copy to follow in the mail. Please let me know, either by fax or by telephone, whether this extension of time is acceptable. I
can be reached by telephone at (603) 683-2156 or (603) 859-0134, or by fax to my assistant, Janice Rush, at (603) 683-1334. You may also contact Stephen Baldridge, our Corporate Controller, at (603) 683-2052.

 Thank you for your consideration of this request.

 Yours truly,

 /s/ Jack L. Ferguson

 Jack L. Ferguson

 Executive Vice President and CFO

 JLF:jar

cc:
H. Christopher Owings, Assistant Director

 Stephen Baldridge, Sr. Vice President of Finance & Corporate Controller

CORRESP
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Correspondence

 January 14, 2010

 Via facsimile (202-772-9204) and US Mail

 John Fieldsend, Attorney-Advisor

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

RE:

PC Connection, Inc.

Annual Report on Form 10-K for the Year Ended

December 31, 2008, Filed March 16, 2009

File No. 0-23827, and Related Filings

 Dear
Mr. Fieldsend:

 This letter supplements our letter dated January 11, 2010 referring to your letter dated December 31, 2009,
commenting on our 2008 Form 10-K filing and our various 2009 filings. Your letter requires that we respond within 10 business days (which I calculate to be Friday, January 15) or advise you when we will respond. I have been reviewing the
SEC’s comments relating to those filings, and my staff and I have been busy planning, gathering necessary information and otherwise working on creating appropriate responses.

 I have also, however, reviewed the band-width of my staff during this busy year-end financial close and have determined that we will need additional time to provide adequate responses. We are all heavily
occupied in closing the books, working with the auditors and finalizing our 2009 financial results, which we will be initially reporting in our press release on February 4. Accordingly, I request that we be granted until February 12 to
complete and submit our responses to your December 31 letter. I noted that most of the comments relate to prospective disclosure changes, and those changes will be incorporated in our 2009 Form 10-K report and 2010 Proxy Statement. I assure you
that we will try to respond earlier if we can, and we can most certainly file the amended 8-K report, containing the schedules and exhibits requested in your comment no. 2, well before that date.

 I was able to discuss this matter with you on January 12, at which time you indicated that our requested extension to February 12 was acceptable.
I assure you that we will respond to all of the comments in your December 31, 2009 letter at least by February 12, 2010, if not sooner. If you have any questions or additional comments, I can be reached by telephone at (603) 683-2156
or (603) 859-0134, or by fax to my assistant, Janice Rush, at (603) 683-1334. You may also contact Stephen Baldridge, our Corporate Controller, at (603) 683-2052.

 Thank you for your assistance.

Yours truly,

 /s/ Jack L. Ferguson

 Jack L. Ferguson

Executive Vice President and CFO

 JLF:jar

cc:
H. Christopher Owings, Assistant Director

 Stephen Baldridge, Sr. Vice President of Finance & Corporate Controller

Mail Stop 3561                  March 22, 2010   Patricia Gallup, Chief Executive Officer PC Connection, Inc. 730 Milford Road Merrimack, New Hampshire  03054
Re: PC Connection, Inc.
Form 10-K for the Year Ended December 31, 2008  Filed March 16, 2009 File No. 0-23827

Dear Ms. Gallup:
We have completed our review of your  annual report on Form 10-K and related
filings, and we have no further comments at this time.
        S i n c e r e l y ,
           H. Christopher Owings         A s s i s t a n t  D i r e c t o r    cc: Jack Ferguson  PC Connection, Inc.  Via Facsimile

CORRESP
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Response Letter

 March 8, 2010

 H. Christopher Owings, Assistant Director

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 3561

 100 F Street, N.E.

 Washington, D.C. 20549

RE:

PC Connection, Inc.

Form 10-K for the Year Ended December 31, 2008

 Filed March 16, 2009

Form 10-Q for the Period Ended September 30, 2009

 Filed November 6, 2009

Form 10Q for the Period Ended June 30, 2009

 Filed August 7, 2009

Form 10-Q for the Period Ended March 31, 2009

 Filed May 8, 2009

Definitive Proxy Statement on Schedule 14A

 Filed April 30, 2009

File No. 0-23827

 Dear Mr. Owings:

 We are in receipt of your letter dated March 2, 2010 regarding your review of our recent filings. We have set forth below both your comments and
immediately thereafter our responses, including our proposed responses to be included in future filings.

 Definitive Proxy Statement on
Schedule 14A

 Base Salary, page 12

1.
 We note your response to comment four in our letter dated December 31, 2009. In the penultimate paragraph of that response, you state that you
increased the base salaries of three of your executive officers, other than your chief executive officer, to be at or slightly below the 75th percentile of comparable salary ranges. Also, you state that the base salary of the remaining executive officer, other
than your chief executive officer, was set slightly above the 50th percentile, based on his level of responsibility and comparable salary ranges. In future filings, please identify the executives to whom you are referring, including the executive whose salary was set slightly above the 50th percentile.

 Response:

 To the extent that the Company is required to discuss its decisions regarding executive compensation for the fiscal year 2008 in its future proxy statements, it will include disclosures substantially as
set out in our response to item 4 in our letter dated February 12, 2010, except that we will also name the following executive officers whose base salaries were adjusted to be at or near the respective 75th and 50th percentiles:

 75th percentile

•

 Timothy McGrath, Executive Vice President, PC Connection Enterprises

 - 1 -

•

 David Beffa-Negrini, Senior Vice President, Corporate Marketing and Creative Services

•

 Jack Ferguson, Executive Vice President, Treasurer and Chief Financial Officer

 50th percentile

•

 Bradley Mousseau, Senior Vice President, Human Resources

 Certain Relationships and Related Transactions, page 19

2.
We note your response to comment seven in our letter dated December 31, 2009. If true, please confirm for us that the terms of the transactions and agreements with
related parties you disclose in this proxy statement were comparable to terms you could have obtained in arms-length transactions with unaffiliated third parties. If not true, please discuss how the terms would be different if they were conducted in
arms-length transactions with unaffiliated third parties.

 Response:

 We confirm that the terms of all of the related party transactions referred to in our proxy statement and those disclosed in our Form 10-K
for the year ended December 31, 2009 were comparable to terms we could have obtained in arms-length transactions with unaffiliated third parties. We also confirm that in future filings if the terms of any related party transactions were not
comparable to terms of comparable arms-length transaction with unaffiliated third parties, we would explain how such terms were different and the effect on our financial statements.

 In connection with our responses to the SEC comments, we acknowledge that:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

 Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the
filings; 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.

 We understand that the Division of Enforcement has access to all information we provide to the staff of
the Division of Corporation Finance in your review of our filings or in response to your comments on our filings.

 If you have any further
questions on our responses set out above and wish to contact us by telephone, please contact Jack Ferguson, Executive Vice President and CFO at (603) 683-2156.

Very truly yours,

 /s/ Jack L. Ferguson

Jack L. Ferguson

Executive Vice President and

Chief Financial Officer

JLF:jar

 - 2 -

Mail Stop 3561                  March 2, 2010   Patricia Gallup, Chief Executive Officer PC Connection, Inc. 730 Milford Road Merrimack, New Hampshire  03054
Re: PC Connection, Inc.
Correspondence Dated February 12, 2010 Regarding Form 10-K for the Year Ended December 31, 2008  Filed March 16, 2009 Form 10-Q for the Period Ended September 30, 2009 Filed November 6, 2009 Form 10-Q for the Period Ended June 30, 2009 Filed August 7, 2009 Form 10-Q for the Period Ended March 31, 2009 Filed May 8, 2009
Definitive Proxy Statement on Schedule 14A
Filed April 30, 2009  File No. 0-23827

Dear Ms. Gallup:
We have reviewed your letter dated February 12, 2010 in response to our
comment letter dated December 31, 2009 and ha ve the following comments.  You should
comply with the comments in all future filings, as applicable.  Please confirm in writing that you will do so and also explain to us in  sufficient detail for an understanding of the
disclosure how you intend to comply by providi ng us with your proposed revisions.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Pleas e be as detailed as necessary  in your explanation.  After
reviewing this information, we may raise additional comments.
 Definitive Proxy Statement on Schedule 14A

 Base Salary, page 12

1. We note your response to comment four in  our letter dated December 31, 2009.  In
the penultimate paragraph of that response, you state that you increased the base

Patricia Gallup
PC Connection, Inc. March 2, 2010
Page 2
salaries of three of your executive officers,  other than your chief executive officer, to
be at or slightly below the 75
th percentile of comparable  salary ranges.  Also, you
state that the base salary of the remaini ng executive officer, other than your chief
executive officer, was set slightly above the 50th percentile, based on his level of
responsibility and comparable salary ranges.  In future filings, please identify the executives to whom you are referring, including the executive whose salary was set slightly above the 50
th percentile.
 Certain Relationships and Re lated Transactions, page 19

2. We note your response to comment seven in our letter dated December 31, 2009.  If
true, please confirm for us that the terms of the transactions and agreements with
related parties you disclose in this proxy statement were comparable to terms you
could have obtained in arms-length transactions with unaffiliated th ird parties.  If not
true, please discuss the how the terms would be different if they were conducted in arms-length transactions with unaffiliated third parties.

*  *  *  * *
 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 understand that we may have additional comments after reviewin g your responses to our comments.
 You may contact Donna Di Silvio, Senior  Staff Accountant, at (202) 551-3202 or
Andrew Mew, Accounting Branch Chief,  at (202) 551-3377 if you have questions
regarding comments on the financ ial statements and related ma tters.  Please contact John
Fieldsend, Attorney-Adviser, at (202) 551- 3343 or me at (202) 551-3725 with any other
questions.          S i n c e r e l y ,             H. Christopher Owings         A s s i s t a n t  D i r e c t o r   cc: Jack Ferguson  PC Connection, Inc.  Via Facsimile

CORRESP
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Response Letter

 February 12, 2010

 H. Christopher Owings, Assistant Director

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 3561

 100 F Street, N.E.

 Washington, D.C. 20549

RE:

PC Connection, Inc.

 Form 10-K for the Year Ended December 31, 2008

 Filed March 16, 2009

 Form 10-Q for the Period Ended September 30, 2009

 Filed November 6, 2009

 Form 10Q for the Period Ended June 30, 2009

 Filed August 7, 2009

 Form 10-Q for the Period Ended March 31, 2009

 Filed May 8, 2009

 Definitive Proxy Statement on Schedule 14A

 Filed April 30, 2009

 File
No. 0-23827

 Dear Mr. Owings:

 We are in receipt of your letter dated December 31, 2009 regarding your review of our recent filings. We have set forth below both your comments and immediately thereafter our responses, including
our proposed responses to be included in future filings.

 Form 10-K for Fiscal Year Ended December 31, 2008

 Item 7. Management’s Discussion and Analysis of Financial Condition and….page 23

1.
In future filings, please expand this section, and the similar sections in your quarterly reports on Form 10-Q, to discuss known material trends, demands,
commitments, events, or uncertainties that will have, or are reasonably likely to have, a material impact on your financial condition, operating performance, revenues, or income, or result in your liquidity decreasing or increasing in any material
way. Please refer to Item 303 of Regulation S-K and SEC Release No. 33-8350. Please address the following examples, but realize that these are examples only and not an exhaustive list of the revisions you should make:

 Response:

 We do intend to discuss known material trends, demands, commitments, events or uncertainties that we believe will have, or are reasonably likely to have, a material impact on our financial condition,
operating performance, revenues or income, or result in our liquidity decreasing in any material way. We have reviewed Item 303 of Regulation S-K, SEC Release No. 33-8350, as well as the “Overview” section of our
Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Form 10-K. It was our objective in the Overview to describe the very competitive environment in which we operate, including current
competitive forces, and to explain how that environment has changed and may in the future change to increase such competitive pressures. It is generally impossible to quantify the specific impact that each such change actually had or is expected to
have in any specific period. Nonetheless, we believe it is important for the reader to understand the nature and direction of such competitive forces and to the extent reasonably determinable, the effect or potential result of such forces.

 - 1 -

•

 In the third paragraph under the “Overview” heading, you state that [c]ertain manufacturers have on many occasions attempted to sell directly
to [y]our customers,” “[c]onsolidation in this industry is more evident than ever and “[i]f more of [y]our suppliers were to succeed in selling to [y]our customers directly…[y]our financial condition, results of operations, and
cash flows could be negatively affected.” Please discuss these trends in greater detail, including how your financial condition, results of operations, and cash flows have been affected already by manufacturers’ direct sales to your
customers, how these trends may affect you in future periods, and the steps you are taking, if any, to address these trends going forward.

 Response:

 We face the constant threat of our larger manufacturer-suppliers attempting to by-pass us by selling directly to our customers. These efforts by these manufacturers are constantly evolving, and the
possible duration or effects of such efforts cannot, in most cases, be reasonably predicted in advance or quantified in past periods. The specific language cited in our 2008 Form 10-K was in response to then recent announcements by significant
vendors of direct sales programs to large corporate customers that, if effective, could have adversely impacted sales of our MoreDirect subsidiary. Since that time, those programs have continued to evolve in ways that have reduced the likely impact
on MoreDirect.

 Disclosures in our future filings will be drafted to describe specific efforts by manufacturers to market
products directly then in effect or announced that we believe have impacted, or are reasonably likely in the future to impact our financial condition, results of operations and cash flows. We do not expect to refer to the consolidation in the
industry unless we can explain how it has adversely affected us or is reasonably likely to affect us in the future. The following is an example of the type of additional disclosure we expect to include in future filings:

 As a value added reseller in the IT supply chain, we do not manufacture IT hardware or software. We are dependent on our suppliers that
consist of manufacturers and distributors that historically have sold only to resellers rather than directly to end users. Certain larger manufacturers have on multiple occasions attempted to sell directly to our customers, and in some cases have
restricted our ability to sell their products to certain customers, thereby eliminating our role.

 - 2 -

 We believe that the success of direct sales efforts by suppliers will depend on their
ability to meet our customers’ ongoing demands and provide objective, unbiased solutions to meet their needs. Our advantage is our ability to be product-neutral and provide a broader combination of products, services and advice tailored to
customer needs. We intend to nurture our strong customer relationships and provide them with customized solutions from a variety of manufacturers, thereby attempting to mitigate the negative impact of continued supplier direct sales initiatives.

•

 In the fourth paragraph, you state that certain buying trends are changing as customers are becoming more sophisticated, have more choices, and are
better able to make price comparisons, all of which are increasing price competition and could lead to negative effects on your financial condition, results of operations, and cash flows. Please discuss how your financial condition and results of
operations have been affected already by these trends, how they may impact you in future periods, and the steps you are taking, if any, to address the trends going forward.

 Response:

 In future filings we plan to include additional disclosures substantially as follows:

 While it is not possible for us to estimate with any degree of accuracy the level of sales we may have lost or may lose in the future as a result of such increased buyer sophistication, our internet sales to consumer customers, which
represented approximately 5% of total sales, decreased during the last four years by 27%.

 We have also undertaken significant
actions with respect to all of our internet websites, including those that serve our SMB and enterprise segments, in order to keep up with the improvements made by our competitors. We have increased the level of internet marketing expenditures on
third-party “click fees” and affiliate charges, particularly with respect to consumer marketing, in order to increase visibility on third-party search engines. We have also launched various promotions including selected free freight
offers, in efforts to generate higher internet sales. All of these activities are costly, aggregating $6.2 million in 2009, which decrease our operating results accordingly. These costs are expected to increase in future periods as we continue to
expand our internet visibility and functionality, and if we do not generate increased internet sales, our operating margins may be further impacted.

•

 In the fifth paragraph, you disclose that “declines in spending [are] projected in the overall IT industry,” a “softness in customer
demand” is under way, and there has been a “continued decline in the demand environment.” In this regard, you state that you have implemented already cost reductions beginning late in the third quarter of 2008 to reduce expenses,
including lowering headcount in sales support areas and various cost reduction programs that are expected to result in annualized savings of $6 million. Please discuss the other cost reduction programs to which you refer and why you believe these
programs, along with the lower headcount, will save you $6 million per year.

 Response:

To the extent the Company discusses these cost reduction programs in future filings, it will include disclosures substantially as
follows:

 We modified our support structure and reduced support headcount in the third quarter of 2008. We also limited
overtime for non-exempt personnel, reduced travel and reduction of expenditures for company-sponsored sales promotion activities, and we eliminated or reduced professional fees and marketing expenses. These measures, in the aggregate, resulted in
quarterly cost savings of approximately $1.5 million; annualized, these cost savings are approximately $6 million. We believe these savings will generally continue into future periods as our revised support structure remains in effect.

 - 3 -

•

 Also, you state that you implemented other cost reductions in the first quarter of 2009 that could result in additional savings of up to $16 million in
2009. Further, in the “Overview” headings of your quarterly reports on Form 10-Q for the periods ended March 31, 2009 and June 30, 2009, you state that the cost reductions you implemented in the first quarter of 2009 will result
in annualized saving of up to $14 million, and you state in your quarterly report on Form 10-Q for the period ended September 30, 2009 that the implemented cost reductions in the first quarter of 2009 “contributed to reduced SG&A
expenses.” Please disclose the cost reductions you implemented in the first quarter of 2009, and any other cost reductions you implemented subsequently, the amount that these reductions have saved you, the amount you believe these reductions
will save you in future periods, and the basis for your beliefs.

 Response:

 To the extent the Company discusses these cost reduction programs in future filings, it will include disclosures substantially as follows:

 We reduced headcount across all of our operations by 147 employees, in the first quarter of 2009. This reduction in personnel
consisted primarily of support personnel but included some sales personnel as well. The 2009 savings realized from this reduction was $10.5 million. On an annualized basis, these savings total approximately $14.0 million.

 We believe this action will result in comparable ongoing structural savings in future periods, because (1) our overall sales
productivity will increase, and (2) the efficiency of our various support functions will improve. Our support function costs are largely fixed within certain ranges of revenue; we plan to increase costs in future periods only as we experience
step-increases in the ranges of revenue.

•

 On page nine of your annual report on Form 10-K, under the heading, “Management Information Systems,” you state that you have undertaken a
“significant upgrade” of your sales processing systems and that you expect to continually upgrade your information systems in the future to more effectively manage your operations and customer database. Also, in the last paragraph under
the “Overview” heading on page 24 of your annual report on Form 10-K, you state that you are “currently undertaking a major modification and upgrade of [y]our sales order and customer management system that are expected to improve
sales productivity beginning in the second half of 2009.” In an appropriate location in your Management’s Discussion and Analysis of Financial Condition and Results of Operations section, please describe this upgrade in greater detail and
discuss the impact it has had on your financial condition and results of operations and the impact you believe it will have on your financial condition and results of operations in future periods.

 Response:

 As reported in our June 30, 2009 10-Q filing, we stopped further development of an internally developed Customer Relationship Management (CRM) system and wrote off all capitalized costs accumulated through that date. As further
reported, we are evaluating alternative solutions to internally developed CRM software and will consider future implementation solutions, including purchased software.

 - 4 -

 In July 2009, we began a comprehensive review and assessment of our entire business
software needs not limited solely to CRM systems. We have not yet finalized any decisions, but as we do, we will include disclosure in the Liquidity and Capital Resource section and other appropriate sections of our 2009 and future 10-K filings
describing our expected implementation plans and related cash flows. We will also include disclosure in our Management’s Discussion and Analysis of Financial Condition and Results of Operation section of our 2009 10-K describing the effect of
the write off referred to above.

 Item 15. Exhibits and Financial Statement Schedules, page 45

2.
We note that you have incorporated by reference into your annual report, as Exhibit 10.19 to the annual report, the Second Amended and Restated Credit and Security
Agreement, dated as of June 29, 2005, which was filed as Exhibit 10.1 to your current report on Form 8-K that was filed on July 6, 2005. In the Table of Contents to that Credit Agreement it appears that the agreement contains certain
schedules and exhibits that you did not file with the Credit Agreement or elsewhere. Please file an amended current report on Form 8-K that includes the schedules and exhibits to the Credit Agreement or tell us why it is not appropriate for you to
do so.

 Response:

 As requested, we have filed, on February 8, 2010, an amended report on Form 8-K that includes the Second Amended and Restated Credit and Security Agreement dated as of June 29, 2005, together
with all of the schedules and exhibits listed in that agreement’s table of contents.

 Form 10-Q for the Period Ended
September 30, 2009

 Summary of Critical Accounting Policies and Estimates, page 26

3.
Refer to Note 3-Goodwill and Other Intangible Assets on page eight. We note your disclosure that you did not identify any events or circumstances indicating it was more
likely than not that the carrying value of the Large Account reporting unit was in excess of its fair value during the quarter. To the extent that the Large Account reporting unit has an estimated fair value that is not substantially in excess of
the carrying value and that a goodwill impairment charge could materially impact your operating results or total shareholder’s equity, please expand your Management’s Discussion and Analysis of Financial Condition and Results of Operations
section to disclose the percentage by which the fair value exceeds the carrying value as of the most-recent step-one test; a description of the assumptions that drive the estimated fair value; and a discussion of the uncertainty associated with your
key assumptions.

 On the other hand, if you have determined the estimated fair value of the Large Account
reporting unit substantially exceeds the carrying value, please disclose this determination. Please refer to Item 303 of Regulation S-K and Section V of Release No. 33-8350.

 Response:

 The most recent step-one test performed relating to your comments was the annual test we performed as of January 1, 2009. With respect to our test of our Large Account reporting unit goodwill, the fair value relating to that unit,
calculated on a discounted cash flow basis,

 - 5 -

exceeded its carrying value by $44 million, or 34% of its carrying value. While not yet complete, our preliminary work would indicate that the fair value of the La

Mail Stop 3561                   March 3, 2008   Patricia Gallup Chairman and Chief Executive Officer PC Connection, Inc. Rt. 101A, 730 Milford Road Merrimack, NH  03054
 Re:  PC Connection, Inc.
  Form 10-K for Fiscal Year Ended December 31, 2006
  Filed March 28, 2007   Definitive Proxy Statement on Schedule 14A   Filed April 30, 2007   File No. 0-23827
Dear Ms. Gallup:
  We have completed our review of your Fo rm 10-K for the fiscal year ended December
31, 2006 and have no further comments at this time.
Sincerely,

H. Christopher Owings Assistant Director

CORRESP
1
filename1.htm

Correspondence

 February 28, 2008

 H.
Christopher Owings, Assistant Director

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 3561

 Washington, D.C. 20549

RE:
PC Connection, Inc.

 Form 10-K for Fiscal Year Ended
December 31, 2006

 Filed March 28, 2007

 Definitive Proxy Statement on Schedule 14A

 Filed April 30, 2007

 File No. 0-23827

 Dear Mr. Owings:

 We are in receipt of your letter dated February 20, 2008, issued in reply to our letter dated February 8, 2008, which contained our responses to your earlier
questions raised during your review of our recent filings. We have provided in this letter our responses to the staff’s additional comments contained in your most recent letter. Each comment, together with our response thereto, is set out
below:

 Executive Compensation:

 Compensation
Discussion and Analysis, page 10

1.
We note your response to prior comment eight from our letter dated December 31, 2007. Please provide us with the proposed disclosure in response to this comment using the
“current initiatives and stated goals” for the fiscal year ended December 31, 2007.

 We will expand the
disclosures in our upcoming proxy by adding the following to the first full paragraph under the caption “Components of our Executive Compensation Program” in our Compensation Discussion and Analysis section:

 “Our goals for 2007 were focused on continuing the growth trend in consolidated net sales and net income that we established in 2006
and, additionally, achieving a better leveraging of our expense structure by reducing our selling, general and administrative (SG&A) expenses as a percentage of net sales below that for 2006. Accordingly, our 2007 executive bonus plan was
designed to help achieve these two objectives. A total of 60% of the bonus was allocated to the achievement of a net income target of $20.5 million, and 40% was allocated to achievement of an SG&A expenses target of 10% of net sales. Each
component was then applied to a multiplier based on the degree to which the

 1

respective target was met or exceeded, ranging from .5 to 1.7. No bonuses were to be paid for performance below $18.5 million of net income or SG&A
expenses in excess of 10.6% of net sales.

 Our 2007 net income was $23.0 million, and that portion of the 2007 executive cash bonuses was
subject to a multiplier of 1.2. Our SG&A expenses were 10.2% of net sales, and that portion of the 2007 executive cash bonus was subject to a multiplier of .82. Non-cash compensation was not a significant factor in 2007.

 Our executive officers work together as a team and all executives are assigned the same Company-wide net income and expense leverage goals. Individual
goals are not assigned.”

2.
We note your response to prior comment 10 from our letter dated December 31, 2007. Please provide us with the proposed disclosure in response to this comment with respect to
the fiscal year ended December 31, 2007.

 We will modify the second paragraph under the caption “Executive Bonus
Plan” to read as follows:

 “Amounts payable under the executive bonus plan are calculated as a percentage of the
applicable executive’s base salary with higher-ranked executives typically being compensated at a higher percentage of base salary. However, the success of the Company is believed to be dependent on the ability of the management group to
integrate and work together to meet common Company-wide goals. Accordingly, executives are not assigned specific individual goals but instead are collectively responsible for meeting Company-wide goals. A consolidated net income goal of $20.5
million was established for 2007, reflecting the Company’s growth target for the year. Additionally, an expense leverage goal was established to reduce 2007 consolidated selling, general and administrative expenses as a percentage of net sales
to 10%, or 70 basis points below our 2006 expense ratio (as adjusted to exclude special charges relating to periods prior to 2006).”

 Further, in the third paragraph under the caption “Executive Bonus Plan” , the references to “individual goals” will be deleted because they were not a part of the 2007 plan, and the references to “net operating
income targets” will be replaced by “net income and expense leverage targets”.

3.
We note your response to prior comment 11 from our letter dated December 31, 2007. You refer us to your responses to comments 8 and 10; however, those responses would appear to
address corporate goals, not individual ones. Please articulate the individual goals related to awards under the executive bonus plan you rely upon and state whether they were achieved in 2007.

 2

 As noted above in our responses to comments 1 and 2, specific individual goals are not assigned as they
are not part of the 2007 plan. Instead, the executive officers are collectively assigned the overall Company-wide goals and are evaluated based on their success in meeting those goals. For the staff’s information, 2006 bonuses were similarly
based upon achievement of Company-wide net income goals; however, the 2006 plan provided for discretion to reduce individual bonuses based upon a failure to meet certain subjective performance criteria. No such individual reductions were made in
2006 for executive officers.

 If you have any further questions on our responses set out above and wish to contact us by telephone, please contact Jack
Ferguson, CFO, at 603 683-2156.

 Very truly yours,

 Jack L. Ferguson

 Chief Financial Officer

 3

Mail Stop 3561                   February 20, 2008   Patricia Gallup Chairman and Chief Executive Officer PC Connection, Inc. Rt. 101A, 730 Milford Road Merrimack, NH  03054
 Re:  PC Connection, Inc.
  Form 10-K for Fiscal Year Ended December 31, 2006
  Filed March 28, 2007   Definitive Proxy Statement on Schedule 14A   Filed April 30, 2007   File No. 0-23827
Dear Ms. Gallup:
  We have reviewed your response letter  dated February 8, 2008 and have the
following comments.  You should comply with the comments in all future filings, as applicable.  Please confirm in writing that you will do so, and also explain to us how you
intend to comply.  If you disagree, we will consider your explanation as to why our
comments are inapplicable or a revision is  unnecessary.  Please be as detailed as
necessary in your explanation.  After reviewing this inform ation, we may raise additional
comments.
Executive Compensation

Compensation Discussion and Analysis, page 10
1. We note your response to prior comment ei ght from our letter  dated December 31,
2007.  Please provide us with the proposed di sclosure in response to this comment
using the “current initiative s and stated goals” for the fiscal year ended December
31, 2007.

Patricia Gallup
PC Connection, Inc.
February 20, 2008 Page 2   Executive Bonus Plan, page 12

2. We note your response to prior comment  10 from our letter dated December 31,
2007.  Please provide us with the proposed di sclosure in response to this comment
with respect to the fiscal  year ended December 31, 2007.
3. We note your response to prior comment  11 from our letter dated December 31,
2007.  You refer us to your response to comments 8 and 10, however, those responses would appear to address cor porate goals, not individual ones.  Please
articulate the individual goa ls related to awards unde r the executive bonus plan
you rely upon and state whether they were achieved in 2007.

*****

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.
 You may contact Blair Petrillo, Staff Attorney, at (202) 551-3550 or Mara
Ransom, Legal Branch Chief, at (202) 551-3264 or me at (202) 551-3720 with any
questions.
Sincerely,

H. Christopher Owings Assistant Director

CORRESP
1
filename1.htm

Response Letter

 February 8, 2008

 H.
Christopher Owings, Assistant Director

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 3561

 Washington, D.C. 20549

RE:
PC Connection, Inc.

Form 10-K for Fiscal Year Ended December 31, 2006

    Filed March 28, 2007

Definitive Proxy Statement on Schedule 14A

    Filed April 30, 2007

File No. 0-23827

 Dear Mr. Owings:

 We are in receipt of your letter dated December 31, 2007 regarding your review of our recent filings, and we have provided in our letter our responses to the
staff’s comments. Each comment, together with our response thereto, is set out below:

 Form 10-K for Fiscal Year Ended December 31, 2006

 Item 1. Business

 Service and Support, page 4

1.
Please expand the discussion in the third paragraph under this subheading regarding the company’s Everything Overnight service, including, as appropriate, whether this service
has an impact on inventory levels and the consequences of failing to ship in accordance with the terms of the service.

 We pioneered our “Everything Overnight®
” shipping service early in our history and shipped the majority of our sales by overnight delivery. This rapid delivery was an important part of our service to our customers, which during our earlier history, were primarily consumers.
Today our customers are able to select the type of shipping service they desire and pay accordingly. We offer several shipping options, ranging from overnight air delivery to ground freight. Often, our business customers will choose less costly
two-day or ground transportation, particularly for larger, heavier or more bulky items, and will forego overnight delivery unless they have an immediate need for the product. While there are generally no contractual consequences of failing to ship
in accordance with the terms of the service, we may make appropriate goodwill adjustments for those occasional customers who do not receive the level of service they request. These are handled on a case-by-case basis and, in addition to credits for
shipping charges, may include other adjustments as needed to maintain good relations with the customer. Such adjustments, which are contemplated in our sales reserves, have not been significant for any periods presented.

 1

 We will expand the discussion of our Everything
Overnight® service in future filings by revising the third paragraph under the caption “Service and Support” to read as follows:

 “Using our customized information system, we send our customer orders either to our
distribution center or our drop-ship suppliers, depending on product availability, for processing immediately after a customer receives a credit approval. At our distribution center, we also perform custom configuration of computer systems as
requested by our customers, which typically consists of the installation of memory, accessories, and/or software purchased. Our customers may select the method of delivery that best meets their needs and is most cost-effective ranging from expedited
overnight delivery for urgently-needed items to ground freight, generally used for heavier, more bulky items. Through our Everything Overnight® service, orders accepted up to 2:00 a.m.
Eastern Time (until midnight on most custom-configured systems) can be shipped for overnight delivery.”

 Revenue from such
configuration services is less than 1% of consolidated revenue.

 We will also add a new fourth paragraph to this section, which will read
as follows:

 “Our inventory stocking levels are based on three primary criteria. First, we stock and maintain a large quantity of
products that sell through quickly (such as notebook and desktop systems, printers and monitors). Second, we stock products obtained through opportunistic purchases (including first-to-market and end-of-life special promotions, and popular products
with limited availability). Third, we stock products in common demand, such as components we use to configure systems prior to shipping, for which we want to avoid shortages. Inventory stocking decisions are made generally independent of the level
of shipping service, as expedited shipping, including overnight delivery, is available through the majority of our drop-ship suppliers as well as through our warehouse.”

 Distribution, page 8

2.
We note the disclosure in the second paragraph under this sub-heading that the company is seeking to lower its overall inventory costs. Please expand the discussion of your
inventory practices. See Item 101(c)(vi) of Regulation S-K. For example, please disclose whether the company keeps a significant amount of inventory in order to meet its obligations under the Everything Overnight service discussed elsewhere in
this section. In addition, please disclose how the company intends to reduce inventory costs in light of the disclosure in the second risk factor on page 11 of the Form 10-K regarding the company’s increased inventory levels.

 As previously noted in our response to Comment 1, we do not believe
that our Everything Overnight® shipping service option requires us to stock products at higher levels than we otherwise would. Expedited overnight shipping is an option for those customers
who require it and are willing to pay the higher shipping costs. Most of our customers opt for slower, less costly shipping, including ground freight for larger, bulkier items. Approximately 13% of the cartons shipped in 2007 from our Ohio
distribution center were shipped by overnight delivery. Further, overnight shipping is available from more and more of our drop-ship suppliers. Approximately 17% of the cartons drop-shipped in 2007 by our distribution partners directly to our
customers were shipped by overnight delivery.

 We will expand our discussion of our inventory practices under the caption Distribution as
follows:

i.
We will add the following sentences to the first paragraph, following the second sentence in that paragraph:

 “Our customers are given several shipping options, ranging from expedited overnight delivery
through our Everything Overnight® service to normal ground freight service. Certain of our larger customers occasionally request special staged delivery

 2

arrangements under which either we or our distribution partners set aside and temporarily hold inventory on our customer’s behalf. Such orders are firm
delivery orders, and customers generally pay under normal credit terms, regardless of delivery. Revenue on such transactions is not recorded until shipment to their final destination as requested by the customer. Inventory held for such staged
delivery requests aggregated $6 million at December 31, 2007.”

ii.
We will add a new second paragraph to this section, which will read as follows:

 “We maintain inventories of fast moving products to meet customer demand, representing products that account for a high percentage of our ongoing product sales transactions and sales dollars. We may also, from
time to time, make large inventory purchases of certain first-to-market products or end-of-life products to obtain favorable purchasing discounts. We also maintain sufficient inventory levels of common-demand components and accessories used in our
configuration laboratory.”

 We do not believe that our disclosures on page 8 and page 11 are inconsistent. We will continue to
increase the level and percentage of products drop shipped directly to our customers by our suppliers, where such arrangements are feasible and it makes economic sense to do so. The distribution costs of drop shipments are generally built into the
suppliers’ invoice costs. These costs are compared with the overall purchase, storage and carrying costs of inventory purchases, and the inventory stocking decisions are made based in part on these comparisons, along with product demand weighed
against availability considerations, including special buy-in opportunities. Our discussion on page 11 is intended to point out the risks to us if our strategy is not successful such that we need to, or in the case of special opportunities, decide
to, take higher inventory positions from time to time. Our overall sales growth has also required proportional growth in inventory levels.

 Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 21

3.
Please revise this section as appropriate to disclose any known trends or uncertainties that are reasonably likely to have a material effect on the registrant’s financial
condition or results of operations. See SEC Release No. 34-6835 (May 18, 1989) available at http://www.sec.gov/rules/interp/33-6835.htm. For example, please disclose any trends in the information technology products and services industry
that have or are likely to occur that would affect the company such as trends with respect to pricing, suppliers and customers.

 We will add the following new paragraphs between the existing second and third paragraphs under the “OVERVIEW” subheading:

 “As a value added reseller in the IT supply chain, we do not manufacture IT hardware or software. We are dependent on our suppliers that consist of manufacturers and distributors that historically have sold only to resellers rather
than end users. Certain manufacturers have on many occasions attempted to sell directly to our customers, thereby eliminating our role. If more of our suppliers were to succeed in selling to our customers directly, including the electronic
distribution of software products, our financial condition, results of operations and cash flows could be negatively affected.

 Market
conditions and technology advances significantly affect the demand for our products and services. Virtual delivery of software products and advanced internet technology providing customers enhanced functionality have substantially increased customer
expectations, requiring us to invest more heavily in our own IT development to meet these new demands. As buying trends change and electronic commerce continues to grow, customers become more sophisticated and have more choices than ever before.
Customers are also better able to make price comparisons through the internet, thereby increasing price competition. These conditions could have a negative affect on our financial condition, results of operations and cash flows.”

 3

 Overview, page 21

4.
We note the disclosure in the third paragraph under this sub-heading regarding the challenges the company faces. Please expand this disclosure to address briefly how the company
intends to address these challenges. As applicable, please quantify any initiatives the company has or expects to undertake in this regard, particular with regard to your indication of moderate growth projected in the overall IT industry.

 We will modify and expand this section as follows by adding the following fourth and fifth paragraphs:

 “We believe that most of our customers are seeking total IT solutions, rather than simply specific IT products. Through the 2007 formation of our
services subsidiary, ProConnection, Inc., we are able to provide customers complete IT solutions, from identifying their needs, to designing, developing and managing the integration of products and services to implement their IT projects. Such
service offerings carry much higher margins than traditional product sales. The technical certifications of our service engineers permit us to offer higher-end, more complex products that also carry higher gross margins. We expect these service
offerings and technical certifications to continue to play a role in sales generation and gross margins in this competitive environment.

 We seek to recruit, retain and increase the productivity of our sales personnel through training, mentoring, financial incentives based on performance and updating and streamlining our information systems to make our operations more
efficient. We are currently undertaking a major modification and upgrade of our sales order processing and customer management system, scheduled for implementation mid-2008, that is expected to improve sales productivity. We actively monitor and
manage our expense structure in order to obtain better leverage of our operating costs.”

 Definitive Proxy Statement on Schedule 14A

 Executive and Director Compensation Processes, page 6

5.
Please clarify in the third full paragraph on page seven whether the 15,000 shares that the CEO has authority to issue pursuant to equity awards is an aggregate or per-person
number.

 The 15,000-share authority delegated to the CEO was an aggregate annual per-person number. The Compensation
Committee granted that authority for options granted under the company’s 1997 Stock Incentive Plan, which expired on November 21, 2007.

 The Committee has not to date delegated similar authority to the CEO under the company’s 2007 Stock Incentive Plan, which replaced the 1997 Plan. Accordingly, unless the Committee or the Board delegates such authority under the 2007
Plan, the first sentence in that third full paragraph on page 7 will be deleted from future filings. If such authority is delegated to the CEO, we will clarify the disclosure to describe the authority as a per-person, per-annum authority.

 Code of Ethics, page 8

6.
We note the disclosure under this sub-heading that the company has posted its Code of Ethics on its website. However, we were unable to locate it after reviewing the Investors and
Media section of the company’s website at www.pcconnection.com. Please advise us as to the location of the Code of Ethics or revise the disclosure in accordance with Item 406 of Regulation S-K.

 4

 We note that our Code of Business Conduct and Ethics Policy (the “Policy”) was filed as Exhibit
14.1 to our Annual Report on Form 10-K for the year ended December 31, 2003. The Policy has been maintained on our website, but inadvertently was only available internally and not externally. We have made the Policy available externally on our
website as prescribed in Item 406 of Regulation S-K.

 Director Compensation, page 8

7.
Please provide the narrative disclosure required by Item 402(k)(3) of Regulation S-K with respect to director compensation.

 We will add the following paragraph in future filings immediately before the initial compensation table under the caption “Director
Compensation”;

 “Directors who are not also officers of the company each receive standard annual retainer fees of $36,000 for
their service on the Board as well as $1,500 for their participation in each individual Board meeting and Board Committee meeting they attend as members. Officers of the Company who are also directors do not receive any additional compensation for
their role as directors. Board members also receive reimbursement for all reasonable expenses incurred in attending Board and committee meetings.”

 Purely for the Staff’s information, we note that the amounts shown in the compensation table in the proxy for the year ended December 31, 2006 reflected a change in policy under which Mr. Beffa-Negrini,
who is also an officer of the company, no longer received director fees after February 2006. In addition, Mr. Hall was not a member of any Board committee; his fees represent his retainer and his attendance at six Board meetings during 2006.

 Executive Compensation

 Compensation Discussion and
Analysis, page 10

8.
In the first full paragraph on page 11, we note your disclosure that forms of compensation “vary, depending on the Company’s current initiatives and stated goals.”
Please expand this disclosure to address what the company’s initiatives and goals were for 2006 and will be for 2007 and how those items resulted in the current compensation mix.

 In future proxy statements we will expand disclosure under the caption “Compensation Objectives” to address initiatives and goals for the
fiscal year reported on, and to the extent relevant to an understanding of compensation for s

Mail Stop 3561                   December 31, 2007   Patricia Gallup Chairman and Chief Executive Officer PC Connection, Inc. Rt. 101A, 730 Milford Road Merrimack, NH  03054
 Re:  PC Connection, Inc.
  Form 10-K for Fiscal Year Ended December 31, 2006
  Filed March 28, 2007   Definitive Proxy Statement on Schedule 14A   Filed April 30, 2007   File No. 0-23827
Dear Ms. Gallup:
  We have reviewed your filing and have the following comments.  You should
comply with the comments in all future filings, as applicable.  Please confirm in writing
that you will do so, and also explain to us how you intend to comply.  If you disagree, we
will consider your explanation as to why our comments are inapplicable or a revision is
unnecessary.  Please be as detaile d as necessary in your explan ation.  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 requirements 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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for Fiscal Year Ended December 31, 2006

Item 1. Business

Service and Support, page 4

1. Please expand the discussion in the th ird paragraph under this sub-heading
regarding the company’s Everything Overni ght service, including, as appropriate,

Patricia Gallup
PC Connection, Inc.
December 31, 2007 Page 2 of 5
whether this service has an  impact on inventory levels and the consequences of
failing to ship in accordance with the terms of the service.
 Distribution, page 8

 2. We note the disclosure in the second paragraph under th is sub-heading that the
company is seeking to lower its overall inventory costs.  Please expand the
discussion of your inventory practices.  See Item 101(c)(vi) of Regulation S-K.
For example, please disclose whether the company keeps a significant amount of inventory in order to meet its obligati ons under the Everything Overnight service
discussed elsewhere in this section.  In  addition, please disclose how the company
intends to reduce inventory costs in light of  the disclosure in th e second risk factor
on page 11 of the Form 10-K regarding th e company’s increased inventory levels.
 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 21
 3. Please revise this section as appropria te to disclose any known trends or
uncertainties that are reasonably likely to have a material effect on the registrant's
financial condition or results of opera tions.  See SEC Release No. 34-6835 (May
18, 1989) available at http://www.sec.gov/rules/interp/33-6835.htm
.  For
example, please disclose any trends in  the information technology products and
services industry that have or are likely to occur that  would affect the company
such as trends with respect to pricing, suppliers and customers.
 Overview, page 21

 4. We note the disclosure in th e third paragraph under this sub-heading regarding the
challenges the company faces.  Please expand this disclosure to address briefly how the company intends to address thes e challenges.  As applicable, please
quantify any initiatives the company has or expects to undertake in this regard, particular with regard to your indication of moderate growth projected in the overall IT industry.
 Definitive Proxy Statement on Schedule 14A

Executive and Director Compen sation Processes, page 6

5. Please clarify in the third full paragra ph on page seven whether the 15,000 shares
that the CEO has authority to issue pursuant  to equity awards is an aggregate or
per person number.

Patricia Gallup
PC Connection, Inc.
December 31, 2007 Page 3 of 5   Code of Ethics, Page 8

 6. We note the disclosure unde r this sub-heading that the company has posted its
Code of Ethics on its website.  Howeve r, we were unable to locate it after
reviewing the Investors and Media se ction of the company’s website at
www.pcconnection.com
.  Please advise us as to the location of the Code of Ethics
or revise the disclosure in accordan ce with Item 406 of Regulation S-K.
 Director Compensation, page 8

 7. Please provide the narrative disclosure required by Item 402(k)(3) of Regulation
S-K with respect to director compensation.
 Executive Compensation

Compensation Discussion and Analysis, page 10
 8. In the first full paragraph on page 11, we note your disclosure that forms of compensation “vary, depending on the Company’s current initiatives and stated goals.”  Please expand this disclosure to  address what the company’s initiatives
and goals were for 2006 and will be for 2007 and how those items resulted in the
current compensation mix.

9. Please provide additional detail regarding th e adjustments made to the salaries of
executive officers as disclosed in the last paragraph on page 11.  For example, please disclose if there are individual performance goals that executive officers
must meet.  In addition, please disclose how “company-wide performance” is measured and if a quantifiable target is re lied upon, please disclose it.  Please also
consider whether additional  disclosure is necessary to take into account
differences between the chief executive offi cer’s salary and the salaries of other
executive officers.  See Staff Observations in the Review of Executive
Compensation Disclosure
(http://www.sec.gov/divisions/corpfin/guidance/execcompdisclosure.htm
)
(October 9, 2007).
 Executive Bonus Plan, page 12

 10. Please disclose what the company-wide net operating income goal was for the
year ended December 31, 2006 and whether the goal was met.  Please also disclose the goal for the year ended December 31, 2007.  To the extent you
believe disclosure of these targets is not required because it could result in competitive harm, provide us on a supplem ental basis a detailed explanation for
this conclusion.  See instruction 4 to Item 402(b).

Patricia Gallup
PC Connection, Inc.
December 31, 2007 Page 4 of 5   11. Please disclose in more detail what the corporate and individual goals referenced
in the third paragraph u nder this sub-heading were and whether they were
achieved in 2006.
 Summary Compensation Table, page 14

 12. We note the disclosure under the Opti on Awards column in the table, which
appears to conflict with the disclosure on page 13 that no options were granted in 2006.  Please revise or advise.
 Grants of Plan Based Awards, page 15

 13. Please provide the narrative disclosure required by Item 402(e) of Regulation S-K with respect to plan based awards.
 Potential Payments Upon Termination or Change in Control, page 16

 14. Please confirm that Ms. Gallup is not ent itled to any payment upon termination or
change of control.

15. Please disclose what happens with respect to outstanding stock options held by an
executive officer upon termination or a change of control.
 Form 10-Q for the Quarter Ended September 30, 2007

 16. Please confirm that you will address the co mments above in your future Forms
10-Q as applicable.

*****

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that the filings include all information required under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the adequacy  and accuracy of the disc losures they have made.

Patricia Gallup
PC Connection, Inc. December 31, 2007 Page 5 of 5
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

• staff comments or changes to disclosu re in response to staff comments do
not foreclose the Commission from ta king any action with respect to the
filing; and

• the company may not assert staff comments as a defense in any
proceeding initiated by the Commissi on 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 staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
 You may contact Blair Petrillo, Staff Attorney, at (202) 551-3550 or Mara
Ransom, Legal Branch Chief, at (202) 551-3264 or me at (202) 551-3725 with any
questions.
Sincerely,

H. Christopher Owings Assistant Director

CORRESP
1
filename1.htm

Response Letter

 September 16, 2005

 Michael Moran

 Branch Chief

 Division of Corporation Finance

 United States Securities and Exchange
Commission

 100 F Street, NE

 Washington, DC 20549

 Re: SEC Comment Letter Dated August 17, 2005 (File No. 000-23827)

 Dear Mr. Moran:

 We have reviewed the additional comments included in your letter dated August 17, 2005, regarding the Form 10-K for the Year Ended December
31, 2004 and the Form 10-Q for the Quarterly Period Ended March 31, 2005, each filed by PC Connection, Inc. (the “Company”). To facilitate your review of the Company’s response, your numbered comment precedes each response.

 Form 10-K for the year Ended December 31, 2004

 Controls and Procedures, page 36

 Comment:

1.
We note your response to our prior comment 1. Please revise your disclosure in future filings to conclude on the effectiveness of the controls and procedures as of the end of the
period covered by the report. Refer to Item 307 of Regulation S-K and Section II.F. of Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, SEC. Release No. 33-8238.

 PC Connection Response:

 The Company will revise its disclosure in future filings to conclude on the effectiveness of
the controls and procedures as of the end of the period covered by the report. In future Form 10-K filings, if the text remains the same as in the Company’s Form 10-K for the year ended December 31, 2004, the Company will modify the second
sentence of the penultimate paragraph so that the sentence will read as follows: “Based on this evaluation, our Chief Executive Officer and Interim Chief Financial Officer 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.”

 Michael Moran

 Branch Chief,
Division of Corporation Finance

 September 16, 2005

 Page 2

 Similarly, in future Form 10-Q filings, assuming the text remains the same as
in the Form 10-Q filing for the quarter ended June 30, 2005, the Company will include the following disclosure “Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Interim Chief Financial Officer
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.”

 Financial Statements

 Note 1, Summary
of Significant Accounting Policies, page F-8

 Comment:

2.
We note your proposed revisions to clarify whether revenue is recognized upon shipment of the product to the customer or when delivered. Please explain why documentation evidencing
delivery of the product is not used and not available when adjusting to reflect the recognition of revenue upon delivery. Tell us how much product is generally in transit at each reporting period and the percentage of that amount related to large
shipments. That is, when you adjust revenue to reflect recognition upon delivery at each reporting period, tell us how much of the adjustment typically is an estimate and how much is based on actual confirmation of the product being delivered to the
customer. Further, tell us how you have determined that your estimates of anticipated delivery are reasonable and the impact on your estimates, if any, due to the increasing drop shipments.

 PC Connection Response:

 At the end of every financial reporting period, the Company performs an analysis of shipments in order to determine appropriate deferral of
revenue pursuant to SAB 101. This analysis consists of a summarization and review of all shipments, including drop shipments, that occurred during the last five working days of the period and shipments that occurred prior thereto but were invoiced
in the last five working days of the period (item 1 in the table below). Management believes, based on delivery information regularly received from carriers, that all shipments are delivered within five working days, regardless of carrier or class
of service.

 The Company obtains from carriers the actual delivery dates for
all large shipments (i.e., $25,000 and greater) made during the last five working days and defers revenue recognition for those shipments delivered after the end of the period (item 2 in the table below). Revenue from large shipments actually
delivered by the end of the period (item 3 in the table below) and from shipments occurring prior to the last five working days of the period but, due to ship-complete billing arrangements with certain public sector customers, invoiced during the
last five days (item 4 in the table below) is recognized in the period. Additionally, transactions representing sales of volume software licenses, which do not require the physical shipment of a product, but rather are transmitted electronically,
are recognized when the software manufacturer transmits the license and the Company receives confirmation of such transmission (item 5 in the table below). Revenue from shipments made on the last day of the period (item 6 in the table below) is
deferred.

 Michael Moran

 Branch Chief,
Division of Corporation Finance

 September 16, 2005

 Page 3

 With respect to the remaining shipments made during the last five working days
(item 7 in the table below), the Company applies deferral percentages for each carrier and class of service, which has been generated from its own historical delivery experience with those carriers. Although documentation evidencing delivery of the
product exists for all shipments, management believes it is not practical to review the specific evidence for every transaction, given the volume of transactions included in the last five days of the period (i.e., over 13,000 sales invoices in the
last five working days of March 2005).

 The Company receives monthly historical
delivery information from each of its major carriers for each class of service used in that month. The monthly delivery information is accumulated and used to validate end-of-period deferral percentages for each day in the five-day period. These
percentages are then applied to the actual shipments during the last five working days of the reporting period to determine the amount of revenue to be deferred from such shipments (item 8 in the table below). The delivery information is reviewed
each quarter to determine whether any adjustments in any of the deferral percentages used are necessary. However, very little variation has been noted in the historical delivery patterns since the Company’s adoption of SAB 101. Most of the
Company’s sales transactions during the last five working days of the reporting period are shipped by next-day or two-day class of service.

 The following table summarizes the amount of revenue reviewed and deferred through the analysis:

12/31/04

03/31/05

 1.

Revenue included in the quarter-end SAB 101 review (last five working days)

$
26,072,524

$
27,972,101

 2.

 Less: Identified large shipments not delivered by end of period

(960,260
)

—

 3.

 Identified large shipments delivered by end of period

(716,553
)

(360,973
)

 4.

 Other adjustments, including items shipped prior to, but invoiced during, last five working days

(241,989
)

(1,612,723
)

 5.

 Volume software licenses delivered electronically

(2,027,143
)

(3,198,528
)

 6.

 Shipments on last business day of quarter (all deferred)

(374,815
)

(5,353,363
)

 7.

Revenue subject to freight carrier deferral analysis

$
21,751,764

$
17,446,514

 8.

Revenue deferred through application of carrier delivery percentages

8,014,877

4,404,758

 9.

Total revenue deferred at financial period end (total 2, 6, 8)

$
9,349,952

$
9,758,121

 The Company believes the analysis
determining the amount of revenue deferred pursuant to SAB 101 is reasonable, as it is based either on the Company’s historical delivery trends, by carrier and class of service, or on actual delivery confirmation. Drop shipments are included in
all carrier and class of service statistics. Any impact from fluctuations in drop shipments would be reflected in the changes in carrier and class of service.

 Michael Moran

 Branch Chief,
Division of Corporation Finance

 September 16, 2005

 Page 4

 Comment:

3.
We note your response to our prior comment 5 and that you record vendor allowances based on volume only after related milestones are met. Please explain the revisions to your
estimates relating to vendor consideration resulting in reclassification between cost of goods sold, SG&A and inventory as disclosed, for example, on page 17 of your Form 10-Q for the period ended March 31, 2005. In this regard, clarify why
revisions to estimates of excess vendor allowances are necessary if the amount of vendor allowances are known at each reporting period. In addition, we note that the year-over-year increase in your gross profit margin as a percentage of net sales
was explained as being due to your refinement of your reclassification of certain vendor consideration proceeds. Please clarify how you refined your reclassifications.

 PC Connection Response:

 The Company has consistently recognized vendor reimbursements relating to general rebates for achievement of certain purchase or sales goals only as the respective
milestones are met. The Company also receives vendor consideration relating to advertising in the Company’s brochures and catalogs. All of these vendor allowances are known and recorded as of the close of each reporting period.

 The revision to estimates noted on page 17 of Form 10-Q for the period ended March 31, 2005,
(and all similar references) relates to the determination of whether the vendor consideration represents reimbursements of a specific incremental identifiable cost (e.g., advertising expense) or a reduction of the price of the vendor’s products
or services and, therefore, should be recorded as a reduction of the cost of the Company’s inventory. The disclosure relating to the Company’s revision to estimates primarily resulted from management’s evaluation of certain costs
incurred and its decision in Q3 of 2004 to discontinue identifying and tracking certain personnel costs as offsets to specific vendor reimbursements, as the effort required to document and track those costs by vendor was burdensome. As required by
paragraph 4 of EITF 02-16, cash consideration received from a vendor should be presumed to be a reduction in the price of the vendor’s products, unless this presumption can be overcome.

 Additionally, the Company determined that it had included in its previous analysis of such
costs and reimbursements an allocated amount for facilities and general overhead. In the Company’s application of EITF 02-16, management determined that these costs do not meet the criteria of specific, identifiable, and incremental and,
therefore, should not be offset by vendor reimbursements. The allocation for facilities and general overhead was $1.2 million for 2003 and $0.3 million each for the first and second quarters of 2004. Management believes that the impact of this error
in classification is clearly immaterial, and that filing amended financial

 Michael Moran

 Branch Chief,
Division of Corporation Finance

 September 16, 2005

 Page 5

 statements would not have an impact on the readers of the Company’s
financial statements. Management has assessed this error based on the guidance set forth in SAB 99, as explained below.

 The quantitative impacts on various lines in the Company’s consolidated income statements if these allocations had not been made is summarized below (in millions of
dollars):

Year Ended December 31, 2003:

As Reported

Adjustments

As Adjusted

 Cost of Sales

$
1,175.2

$
(1.1
)

$
1174.1

 Gross Profit

137.7

1.1

138.8

 SG&A Expenses

124.8

$
1.2

126.0

 Operating Income

10.9

(0.1
)

10.8

 Net Income

5.9

0.0

5.9

Three Months Ended March 31, 2004:

As Reported

Adjustments

As Adjusted

 Cost of Sales

$
293.7

$
(0.3
)

$
293.4

 Gross Profit

33.9

0.3

34.2

 SG&A Expenses

30.7

0.3

31.0

 Operating Income

2.2

—

2.2

 Net Income

1.2

—

1.2

Three Months Ended Jun 30, 2004:

As Reported

Adjustments

As Adjusted

 Cost of Sales

$
299.2

$
(0.3
)

$
298.9

 Gross Profit

36.2

0.3

36.5

 SG&A Expenses

31.5

0.3

31.8

 Operating Income

3.9

—

3.9

 Net Income

2.3

—

2.3

 This error is limited to the
classification of vendor reimbursements between cost of sales and SG&A expenses in the Company’s income statement and only had a nominal impact on earnings and the balance sheet.

 As stated in SAB 99, “materiality cannot be reduced to a numerical formula” but rather the registrant must fully analyze all
relevant considerations, including qualitative factors. Management believes that the misclassification of vendor consideration to offset facilities and general overhead costs did not significantly impact any of the relevant qualitative
considerations in accordance with the guidance set forth in SAB 99 because the income statement presentation in the Company’s 2003 Form 10-K and first and second quarter 2004 Form 10-Q:

•

did not mask a change in earnings or other trends;

 Michael Moran

 Branch Chief,
Division of Corporation Finance

 September 16, 2005

 Page 6

•

did not change a loss into income or vice versa;

•

did not hide a failure to meet analyst’s consensus expectations;

•

did not affect the Company’s compliance with regulatory requirements;

•

did not concern a segment or other portion of the Company’s business that has been identified as playing a significant role in its operations or profitability;

•

did not affect the Company’s compliance with loan covenants or other contractual requirements;

•

did not have the effect of increasing management’s compensation; and

•

did not involve concealment of an unlawful transaction.

 Based on the quantitative and qualitative factors noted above, management does not believe that filing amended financial statements would have an impact on the readers of
the Company’s financial statements.

 Therefore, these modifications
resulted in excess vendor consideration received, which is presumed to be a reduction of vendor prices and accordingly classified as a reduction of the Company’s cost of inventory, instead of a reduction of selling, general, and administrative
expense. These changes accounted for the reported increase in our gross profit margin as disclosed.

 *         *         *

 Please direct any additional questions or comments to Jack Ferguson at (603) 683-2156 (fax number (603) 683-2283), or Kenneth A. Grady at (603) 683-2696 (fax number (603)
423-2041).

Sincerely,

 /s/ Jack L. Ferguson

Jack L. Ferguson

Treasurer and Interim Chief Financial Officer

 /s/ Kenneth A. Grady

Kenneth A. Grady, Esq.

Vice President, General Counsel and Secretary

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

      	August 17, 2005

Via U.S. Mail and Facsimile

Mr. Jack Ferguson
Treasurer and Interim Chief Financial Officer
PC Connection, Inc.
730 Milford Road
Merrimack, NH  03054-4631

	Re:	Form 10-K for the Year Ended December 31, 2004
		Form 10-Q for the Quarterly Period Ended March 31, 2005
      File No. 000-23827

Dear Mr. Ferguson:

		We have reviewed your responses as set forth in your
letter
dated August 11, 2005 to our prior comments on the above
referenced
filings and have the following additional comments.

Form 10-K for the year Ended December 31, 2004

Controls and Procedures, page 36

1. We note your response to our prior comment 1.  Please revise
your
disclosure in future filings to conclude on the effectiveness of
the
controls and procedures as of the end of the period covered by the
report.  Refer to Item 307 of Regulation S-K and Section II.F. of
Management`s Reports on Internal Control Over Financial Reporting
and
Certification of Disclosure in Exchange Act Periodic Reports, SEC.
Release No. 33-8238.

Financial Statements

Note 1. Summary of Significant Accounting Policies, page F-8

2. We note your proposed revisions to clarify whether revenue is
recognized upon shipment of the product to the customer or when
delivered.  Please explain why documentation evidencing delivery
of
the product is not used and not available when adjusting to
reflect
the recognition of revenue upon delivery.   Tell us how much
product
is generally in transit at each reporting period and the
percentage
of that amount related to large shipments.  That is, when you
adjust
revenue to reflect recognition upon delivery at each reporting
period, tell us how much of the adjustment typically is an
estimate
and how much is based on actual confirmation of the product being
delivered to the customer.  Further, tell us how you have
determined
that your estimates of anticipated delivery are reasonable and the
impact on your estimates, if any, due to the increasing drop
shipments.

3. We note your response to our prior comment 5 and that you
record
vendor allowances based on volume only after related milestones
are
met.  Please explain the revisions to your estimates relating to
vendor consideration resulting in reclassification between cost of
goods sold, SG&A and inventory as disclosed, for example, on page
17
of your Form 10-Q for the period ended March 31, 2005.  In this
regard, clarify why revisions to estimates of excess vendor
allowances are necessary if the amount of vendor allowances are
known
at each reporting period.  In addition, we note that the year-
over-
year increase in your gross profit margin as a percentage of net
sales was explained as being due to your refinement of your
reclassification of certain vendor consideration proceeds.  Please
clarify how you refined your reclassifications.

		Please respond to this comment within 10 business days,
or
tell us when you will provide us with a response.  Please file
your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
response to our comments.

      If you have any questions regarding these comments, please
direct them to Donna  Di Silvio at (202) 551-3202, or in her
absence,
to the undersigned at (202) 551-3841.

	Sincerely,

								Michael Moran
								Branch Chief

??

??

??

??

Mr. Jack Ferguson
PC Connection, Inc.
August 17, 2005
Page 1

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CORRESP
1
filename1.htm

RESPONSE LETTER TO THE SEC

 August 11, 2005

 Michael Moran

 Branch Chief

 Division of Corporation Finance

 United States Securities and Exchange
Commission

 100 F Street, NE

 Washington, DC 20549

 Re: SEC Comment Letter Dated July 13, 2005 (File No. 000-23827)

 Dear Mr. Moran:

 We have reviewed the comments included in your letter dated July 13, 2005, regarding the Form 10-K for the Year Ended December 31, 2004 and
the Form 10-Q for the Quarterly Period Ended March 31, 2005, each filed by PC Connection, Inc. (the “Company”). To facilitate your review of the Company’s response, your numbered comment precedes each response.

 Form 10-K for the year Ended December 31, 2004

 Controls and Procedures, page 36

 Comment:

1.
We note your officers concluded that your disclosure controls and procedures were “…in the reasonable assurance level.” We further noted your statement that
“controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives…” Please tell us and revise future filings to state, if true, that your disclosure controls and
procedures are designed to provide reasonable assurance of achieving their objectives and that your principal executive officer and principal financial officer concluded that your disclosure controls and procedures were effective at the reasonable
assurance level as of the end of the period covered by the report. Reference is made to Item 307 of Regulation S-K. See also Section II.F.4 of Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in
Exchange Act Periodic Reports, SEC. Release No. 33-8238.

 PC
Connection Response:

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

 Michael Moran

 Branch Chief,
Division of Corporation Finance

 August 11, 2005

 Page 2

 reasonable assurance levels as of December 31, 2004 and as of March 31, 2005.
In future filings, the Company will state (unless not true, in which case other disclosure would be made in accordance with applicable rules) that its disclosure controls and procedures are designed to provide reasonable assurance of achieving their
objectives and that its principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by the
report.

 If the text remains the same as in the Company’s Form 10-K for
the year ended December 31, 2004, the Company will add the following sentence at the end of the first paragraph under Item 9A: “Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives as
described above.” Additionally, in the second paragraph the Company will insert the words “effective at” in place of the word “in” so that the sentence will read as follows: “Based on this evaluation, our Chief
Executive Officer and Interim Chief Financial Officer concluded that, as of December 31, 20XX, our disclosure controls and procedures were effective at the reasonable assurance level.”

 In future 10-Q filings, beginning with the period ended June 30, 2005, if the text remains
the same as in the Company’s Form 10-Q for the quarter ended March 31, 2005, the Company will insert the following sentence in the first paragraph under Item 4, just before the last sentence in that paragraph: “Our disclosure controls and
procedures are designed to provide reasonable assurance of achieving their objectives as described above.” The last sentence of that paragraph in the Company’s 10-Q filing for the period ended March 31, 2005, and in future filings
utilizing similar text, contains or will contain the conclusions of its chief executive officer and interim chief financial officer that the Company’s disclosure controls and procedures were effective at the reasonable assurance level. That
disclosure in future filings will read the same as the disclosure in the 10-K, stating that the Company’s disclosure controls and procedures “were effective at the reasonable assurance level.”

 Financial Statements

 Note 1, Summary of Significant Accounting Policies, page F-8

 Revenue Recognition, page F-8

 Comment:

2.
We note from your disclosure on page 8 that a confirmation of shipment from manufacturers and/or distribution companies is received prior to recording revenue. Please reconcile that
disclosure where you state that delivery is deemed to have occurred at the point in time when the product is received by the customer. Clarify whether revenue is recognized upon shipment of the product to the customer as indicated on page 8 or when
delivered. Please show us what your disclosure will look like revised.

 Michael Moran

 Branch Chief,
Division of Corporation Finance

 August 11, 2005

 Page 3

 PC Connection Response:

 The Company consistently recognizes revenue on all shipments, including drop shipments, upon
delivery to the customer. Sales transactions are recorded initially upon shipment; however, at the end of each financial reporting period, shipments occurring during the last five working days of the period are reviewed for deferral pursuant to SAB
101. Larger shipments are tracked to determine actual delivery dates. Other shipments are analyzed based on shipping date and origin, destination, method of transportation, carrier and class of service, and expected delivery dates are determined
based on performance statistics obtained from carriers. Larger shipments whose actual delivery occurred after the end of the reporting period, and that portion of the other shipments whose delivery is expected to occur after the end of the reporting
period, are identified, and the revenue and gross profit from those transactions are deferred accordingly.

 The Company will modify its disclosures in future 10-K filings by, including language substantially similar to that in the third sentence of the second paragraph under “DISTRIBUTION”, but striking the phrase
“recording revenue” and inserting “initial recording of the transaction”. The Company will add the following sentence immediately thereafter: “At the end of each financial reporting period, revenue is adjusted pursuant to
SAB 101 to reflect the anticipated receipt of products by the customers in the period.”

 Comment:

3.
Please tell us if the agency sales transactions recorded on a net sales basis represent the drop shipments discussed on page 8. If so, please clarify this fact in your policy
disclosure in future filings indicating how you record revenue for drop ship arrangements. Further, please address whether you receive payments in advance of shipments, when the title and significant risks and rewards of ownership pass to the buyer
and the form of affirmative acceptance necessary for you to recognize revenues.

 PC Connection Response:

 The agency
sales transactions discussed in the Revenue Recognition section on page F-9 do not represent the drop shipment transactions discussed on page 8. As explained on page F-9, agency transactions represent direct sales transactions between the
manufacturer and the Company’s customer, which the Company has assisted as a sales representative. All risks and rewards of ownership are with the manufacturer until passed on to the customer, and the manufacturer assumes all credit risks. The
Company receives an agency fee for facilitating the transaction and records as revenue only the fee to be received; however, it does not record such revenue until it receives notification from the manufacturer that the transaction has been
completed.

 The drop shipments discussed on page 8 represent sales transactions
between the Company and its customers, and the Company takes title and inventory risks of ownership until the product is delivered to the customer and then assumes all credit risk. Consistent with these terms, the

 Michael Moran

 Branch Chief,
Division of Corporation Finance

 August 11, 2005

 Page 4

 Company recognizes as revenue the full amount billed to the Company’s
customer. Please refer to item 2 above for the Company’s proposed changes in disclosures relating to drop shipment transactions.

 Comment:

4.
Please include a policy note in future filings discussing expenses classified within cost of sales specifically as it relates to your inbound freight charges, purchasing and
receiving costs, inspection costs, warehousing costs, internal transfer costs, and the other costs of your distribution network. Where you currently exclude a portion of these costs from cost of sales:

•

Disclose the amount and line item they are presented for each period presented, and

•

Disclose in Management’s Discussion and Analysis, that your gross margins may not be comparable to those of other entities, since some entities include all of the costs related
to their distribution network in cost of goods sold and others like you exclude a portion of them from gross margin, including them instead in a line item, such as selling, general and administrative expenses.

 PC Connection Response:

 The Company will include the following policy note, following “Revenue Recognition” (which appeared on page F-9 in its 10-K filing
for December 31, 2004, and on page 7 in its 10-Q filing for March 31, 2005), relating to the classification of certain expenses relating to inbound freight and distribution costs:

 “Cost of Sales and Certain Other Costs

 Cost of sales includes the invoice cost of the product, packaging, inbound and outbound freight, and provisions for
inventory obsolescence, adjusted for discounts, rebates and other vendor consideration adjustments, including those pursuant to EITF 02-16. Direct operating expenses relating to our purchasing function and receiving, inspection, internal transfer,
warehousing, packing and shipping, and other expenses of our distribution center are included in selling, general, and administrative expenses.”

 The Company also will include the above paragraph in the Management’s Discussion and Analysis section of its future filings and add the following sentence to the
paragraph: “Accordingly, our gross margins may not be comparable to those of other entities who include all of the costs related to their distribution network in cost of goods sold.”

 The Company will disclose the amount of such purchasing and distribution center costs
included in selling, general and administrative expenses in future filings. Such amounts include only personnel and other direct costs of the related functions, including the facilities costs relating to

 Michael Moran

 Branch Chief,
Division of Corporation Finance

 August 11, 2005

 Page 5

 the distribution center. They do not include any allocations of other support
functions or general overhead. The amounts of such costs that would have been disclosed in the Company’s most recent 10-K and 10-Q filings are as follows (in thousands of dollars):

 10-K Filing

 Year ended December 31, 2004

$
8,684

 Year ended December 31, 2003

9,112

 Year ended December 31, 2002

8,645

 10-Q Filing

 Three Months ended March 31, 2005

$
2,045

 Three Months ended March 31, 2004

2,184

 Comment:

5.
We note that you receive reimbursements from some vendors based upon the volume of purchases or sales of the vendors’ products. Please tell us and disclose in future filings
whether you recognize the reimbursements as the milestones are achieved or if you accrue the reimbursements. If you apply the accrual method, please explain to us the factors you considered in determining the reimbursements are probable and
reasonably estimable.

 PC Connection Response:

 With respect to all programs, including semi-annual programs and calendar and fiscal
quarter programs, the Company recognizes reimbursements only as the respective milestones are met, in accordance with EITF 02-16. Currently, the vast majority of the Company’s vendor programs are set on a calendar quarter basis and,
accordingly, the Company can determine the extent to which it has met the criteria for receiving the vendor reimbursements and can calculate the amounts earned under these programs in the financial reporting period.

 The Company will add the following sentence to the policy note relating to Vendor Allowances
(which appeared on page F-9 in the 10-K filing for December 31, 2004): “Allowances from product rebates that require certain volumes of product sales or purchases are recorded only after the related milestones are met.”

 Note 11, Income Taxes, page F-19

 Comment:

6.
Please tell us and disclose in future filings the amount of the adjustment made to the accrual for tax contingencies for each period presented.

 Michael Moran

 Branch Chief,
Division of Corporation Finance

 August 11, 2005

 Page 6

 PC Connection Response:

 The amount of adjustments made to the Company’s accrual for tax contingencies for each
period presented in its most recent 10-K and 10-Q filings are as follows (in thousands of dollars):

Increase(decrease)

 10-K Filing

 Year ended December 31, 2004

$
(217
)

 Year ended December 31, 2003

143

 Year ended December 31, 2002

48

 10-Q Filing

 Three Months ended March 31, 2005

$
(14
)

 Three Months ended March 31, 2004

124

 The Company will disclose the changes
in its accrual for tax contingencies for each period presented in future 10-K and 10-Q filings.

 Comment:

 General

 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require. 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 connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that:

•

the company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

staff comments or changes to disclosure in response to staff comments in the company’s filings reviewed by the staff 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 federal securities laws of the United States.

 In addition, please be advised that the
Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comment on your filing.

 Michael Moran

 Branch Chief,
Division of Corporation Finance

 August 11, 2005

 Page 7

 PC Connection Response:

 PC Connection acknowledges that:

•

the company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

staff comments or changes to disclosure in response to staff comments in the company’s filings reviewed by the staff 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 federal securities laws of the United States.

 The Company understands that the Division of Enforcement has
access to all information the Company provides to the staff of the Division of Corporation Finance in the staff’s review of the Company’s filing or in response to the staff’s comment on the Company’s filing.

 *            *            *

 Please direct any additional questions or comments to Jack Ferguson at (603) 683-2156 (fax number (603) 683-2283), or Kenneth A. Grady at (603) 683-269

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561

      	July 13, 2005

VIA U.S. MAIL AND FACSIMILE

Mr. Jack Ferguson
Treasurer and Interim Chief Financial Officer
PC Connection, Inc.
Rt. 101A 730 Milford Road
Merrimack, NH  03054

	Re:	Form 10-K for the Year Ended December 31, 2004
		Form 10-Q for the Quarterly Period Ended March 31, 2005
      File No. 000-23827

Dear Mr.Ferguson:

		We have reviewed your filings and have the following
comments.  We have limited our review to only your financial
statements and related disclosures and do not intend to expand our
review to other portions of your documents.  If you disagree with
a
comment, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.    After reviewing your response,
we
may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year Ended December 31, 2004

Controls and Procedures, page 36

1. We note your officers concluded that your disclosure controls
and
procedures were ". . . in the reasonable assurance level."  We
further noted your statement that "controls and procedures, no
matter
how well designed and operated, can provide only reasonable
assurance
of achieving their objectives . . ."  Please tell us and revise
future filings to state, if true, that your disclosure controls
and
procedures are designed to provide reasonable assurance of
achieving
their objectives and that your principal executive officer and
principal financial officer concluded that your disclosure
controls
and procedures were effective at the reasonable assurance level as
of
the end of the period covered by the report.   Reference is made
to
Item 307 of Regulation S-K.  See also Section II.F.4 of
Management`s
Reports on Internal Control Over Financial Reporting and
Certification of Disclosure in Exchange Act Periodic Reports, SEC.
Release No. 33-8238.

Financial Statements

Note 1. Summary of Significant Accounting Policies, page F-8

Revenue Recognition, page F-8

2. We note from your disclosure on page 8 that a confirmation of
shipment from manufacturers and/or distribution companies is
received
prior to recording revenue.  Please reconcile that disclosure with
the last sentence of the first paragraph of your policy disclosure
where you state that delivery is deemed to have occurred at the
point
in time when the product is received by the customer.  Clarify
whether revenue is recognized upon shipment of the product to the
customer as indicated on page 8 or when delivered.  Please show us
what your disclosure will look like revised.

3. Please tell us if the agency sales transactions recorded on a
net
sales basis represent the drop shipments discussed on page 8.  If
so,
please clarify this fact in your policy disclosure in future
filings
indicating how you record revenue for drop ship arrangements.
Further, please address whether you receive payments in advance of
shipments, when the title and significant risks and rewards of
ownership pass to the buyer and the form of affirmative acceptance
necessary for you to recognize revenues.

4. Please include a policy note in future filings discussing
expenses
classified within cost of sales specifically as it relates to your
inbound freight charges, purchasing and receiving costs,
inspection
costs, warehousing costs, internal transfer costs, and the other
costs of your distribution network.  Where you currently exclude a
portion of these costs from cost of sales:
* Disclose the amount and line item they are presented for each
period presented, and
* Disclose in Management`s Discussion and Analysis, that your
gross
margins may not be comparable to those of other entities, since
some
entities include all of the costs related to their distribution
network in cost of goods sold and others like you exclude a
portion
of them from gross margin, including them instead in a line item,
such as selling, general and administrative expenses.
5. We note that you receive reimbursements from some vendors based
upon the volume of purchases or sales of the vendors` products.
Please tell us and disclose in future filings whether you
recognize
the reimbursements as the milestones are achieved or if you accrue
the reimbursements.  If you apply the accrual method, please
explain
to us the factors you considered in determining the reimbursements
are probable and reasonably estimable.

Note 11. Income Taxes, page F-19

6. Please tell us and disclose in future filings the amount of the
adjustment made to the accrual for tax contingencies for each
period
presented.

*	*	*	*	*	*

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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 connection with responding to our comments, please
provide, in writing, a statement from the company acknowledging
that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* 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
federal securities laws of the United States.

	    In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comment on your filing.

		Please respond to this comment within 10 business days,
or
tell us when you will provide us with a response.  Please file
your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
response to our comments.

      If you have any questions regarding these comments, please
direct them to Donna  Di Silvio, Staff Accountant, at (202) 551-
3202,
or in her absence, to the undersigned at (202) 551-3841.

						Sincerely,

								Michael Moran
								Branch Chief

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Mr. Jack Ferguson
PC Connection, Inc.
July 13, 2005
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