SecProbe.io

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 January 6, 2026

Ronald Knutson
Chief Financial Officer
Distribution Solutions Group, Inc.
301 Commerce Street, Suite 1700
Forth Worth, TX 76102

 Re: Distribution Solutions Group, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 000-10546
Dear Ronald Knutson:

 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
</TEXT>
</DOCUMENT>

CORRESP
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 CORRESP

 December 30, 2025
 Via EDGAR Mr. Scott Stringer
 Division of Corporation Finance Office of Trade &
Services U.S. Securities and Exchange Commission 100 F
Street, N.E. Washington, D.C. 20549-3628

 Re:
 Distribution Solutions Group, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Filed March 6, 2025
 Form 8-K filed October 30, 2025
 File No. 000-10546
 Dear Mr. Stringer: Distribution Solutions
Group, Inc. (the “Company”) has reviewed the comment letter dated December 18, 2025 (the “Comment Letter”) issued by the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the
“Staff”) with respect to the above-referenced filings. The Company’s responses to the comments presented in the Comment
Letter are set forth below. The text of the applicable comment precedes each of the Company’s responses. Form
 10-K for the Fiscal Year Ended December 31, 2024 Item 9A. Controls and Procedures
 Management’s Report on Internal Control over Financial Reporting, page 107

 1.
 Please tell us why you omitted management’s assessment of the effectiveness of the registrant’s
internal control over financial reporting, including a statement as to whether or not internal control over financial reporting is effective. Refer to Item 308(a)(3) of Regulation S-K. Please also tell us why
you omitted a statement that the registered public accounting firm that audited the financial statements included in this Form 10-K has issued an attestation report on your internal control over financial
reporting. Refer to Item 308(a)(4) of Regulation S-K.

 Response : The Company respectfully acknowledges the Staff’s comment and
confirms that in connection with management’s evaluation of the Company’s internal control over financial reporting as of the end of the period ending December 31, 2024, management concluded that as of such date, our internal
control over financial reporting was effective. In addition, the registered public accounting firm that audited the financial statements included in our Form 10-K issued an attestation report that included an
opinion that we maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission. The Company will also include statements in future filings disclosing management’s conclusions as to the effectiveness of our internal control over financial reporting and that
the registered public accounting firm that audited the financial statements has issued an attestation report on our internal control over financial reporting.
 Form 8-K filed October 30, 2025
 Exhibit 99.1, page 1

 2.
 We note you reconcile adjusted EBITDA to net income, the most directly comparable GAAP measure. Your earnings
release includes a table on page 1 and discussions on pages 1 and 2 of adjusted EBITDA without presenting or discussing the most directly comparable GAAP measure with equal or greater prominence. Please revise future disclosures to comply with Item
10(e)(1)(i)(A) of Regulation S-K or explain why a revision is not necessary. Refer to Questions 102.10(a) and 103.02 of the Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Response: The Company respectfully acknowledges
the Staff’s comment. The Company will include the most directly comparable GAAP measure with equal or greater prominence in future filings, beginning with the Company’s Form 8-K for the 4 th quarter 2025 earnings release.

 If you have any questions regarding the foregoing, please do not hesitate to contact me at
(773) 304-5665, or by email at ron.knutson@distributionsolutionsgroup.com.

 Very truly yours,

 /s/ Ronald J. Knutson

 Ronald J. Knutson

 Distribution Solutions Group, Inc.

 EVP and Chief Financial Officer

 cc:
 Richard Pufpaf
 Distribution Solutions Group, Inc.
 General Counsel Anna T. Pinedo
 Mayer Brown LLP

<DOCUMENT>
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<TEXT>
 December 18, 2025

Ronald Knutson
Chief Financial Officer
Distribution Solutions Group, Inc.
301 Commerce Street, Suite 1700
Forth Worth, TX 76102

 Re: Distribution Solutions Group, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Filed March 6, 2025
 Form 8-K filed October 30, 2025
 File No. 000-10546
Dear Ronald Knutson:

 We have reviewed your filing 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-K for Fiscal Year Ended December 31, 2024
Item 9A. Controls and Procedures
Management's Report on Internal Control over Financial Reporting, page 107

1. Please tell us why you omitted management s assessment of the
effectiveness of the
 registrant's internal control over financial reporting, including a
statement as to
 whether or not internal control over financial reporting is effective.
Refer to Item
 308(a)(3) of Regulation S-K. Please also tell us why you omitted a
statement that the
 registered public accounting firm that audited the financial statements
included in this
 Form 10-K has issued an attestation report on your internal control over
financial
 reporting. Refer to Item 308(a)(4) of Regulation S-K.
Form 8-K filed October 30, 2025
Exhibit 99.1, page 1

2. We note you reconcile adjusted EBITDA to net income, the most directly
comparable
 GAAP measure. Your earnings release includes a table on page 1 and
discussions on
 December 18, 2025
Page 2

 pages 1 and 2 of adjusted EBITDA without presenting or discussing the
most directly
 comparable GAAP measure with equal or greater prominence. Please revise
future
 disclosures to comply with Item 10(e)(1)(i)(A) of Regulation S-K or
explain why a
 revision is not necessary. Refer to Questions 102.10(a) and 103.02 of
the Staff s
 Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures.
 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 Scott Stringer at 202-551-3272 or Adam Phippen at
202-551-3336 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
December 12, 2023
Ron Knutson
Chief Financial Officer
Distribution Solutions Group, Inc.
8770 W. Bryn Mawr Avenue
Suite 900
Chicago, IL 60631
Re:Distribution Solutions Group, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
File No. 000-10546
Dear Ron Knutson:
            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
cc:       Rick Pufpaf

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CORRESP

 November 21, 2023

Via EDGAR

 Mr. Scott Stringer

Division of Corporation Finance

 Office of Trade &
Services

 U.S. Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549-3628

Re:
 Distribution Solutions Group, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2022

File No. 000-10546

Dear Mr. Stringer:

 Distribution Solutions
Group, Inc. (the “Company”) has reviewed the comment letter dated November 3, 2023 (the “Comment Letter”) issued by the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission with respect to the above-referenced filing.

 The Company’s responses to the comments presented in the Comment Letter are
set forth below. The text of the applicable comment precedes each of the Company’s responses.

 Form 10-K
for the Fiscal Year Ended December 31, 2022

 Management’s Discussion and Analysis of Financial Condition and Results of Operations Non-GAAP Adjusted EBITDA, page 27

1.
 We note you reconcile Adjusted EBITDA to operating income. Please tell us your consideration of Question 103.02
of the Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures in determining operating income to be the most directly comparable GAAP financial measure.

Response: The Company respectfully acknowledges the Staff’s comment and will reconcile its net income to Adjusted EBITDA in future
filings, as well as in other presentations, beginning with the Company’s Form 10-K for 2023.

2.
 You present Adjusted EBITDA by reportable segment which is a non-GAAP
measure. The inclusion of these non-GAAP measures requires a reconciliation to the most directly comparable GAAP measure. Please revise accordingly or tell us how your presentation complies with
Item 10(e) of Regulation S-K. You may also find Question 104.03 of the Staff’s Compliance and Disclosure Interpretations on Non-GAAP Measures helpful.

 Response: The Company respectfully acknowledges the Staff’s comment and will reconcile its Adjusted EBITDA
by reportable segment to segment operating income in future filings beginning with the Company’s Form 10-K for 2023. The Company does not allocate certain items by segment, and accordingly, operating
income is the closest measurement to GAAP.

 A reconciliation between GAAP operating income and
non-GAAP adjusted EBITDA by segment for the fiscal year ended December 31, 2022 has been available to investors since it was filed as Exhibit 99.1 in Item 9.01 Financial Statements and Exhibits
included in its Current Report on Form 8-K filed on March 9, 2023. Given that this reconciliation is filed and available and, the Company believes compliant with applicable requirements, the
Company does not intend to revise its prior filings. The Company will reconcile operating income to Adjusted EBITDA by segment in future filings, beginning with the Company’s Form 10-K for 2023.

Supplemental Information—Lawson Non-GAAP Adjusted Operating Income and
Non-GAAP Adjusted EBITDA Lawson Non-GAAP Adjusted Operating Income, page 28

3.
 We note you present the operating results of Lawson on a GAAP and
non-GAAP basis. It appears you present financial information that combines post-merger results and unadjusted pre-merger results. Please explain how your presentation of
combined results without reflecting all relevant and significant pro forma adjustments required by Article 11 of Regulation S-X is appropriate or revise.

Response: The Company respectfully acknowledges the Staff’s comment. The Company will include significant pro forma adjustments
when combining pre-merger and post-merger financial information in future filings, beginning with the Company’s Form 10-K for 2023. Given the adjustments referred
to primarily consisted of decreases in operating income for depreciation and amortization and stock-based compensation, which are non-cash charges that the Company believes are not meaningful to investors, the
Company does not intend to revise its prior filings.

 Lawson Segment, page 31

4.
 Where you describe two or more business reasons that contributed to a material change in a financial statement
line item between periods, please quantify, where possible, the extent to which each change contributed to the overall change in that line item. As examples, we note your disclosure that the increase in revenue was driven by price increases,
increased quantity volumes and strengthening sales. The increase in selling, general and administrative expenses was driven by compensation expense, higher severance, and higher amortization expense, partially offset by lower costs related to the
Mergers and stock-based compensation. In each case the disclosures do not quantify any of the factors. See Item 303 of Regulation S-K and SEC Release
No. 34-48960.

 Response: The Company respectfully acknowledges the Staff’s comment and will
quantify the effect of material factors that may contribute to a material change in a financial statement line item between periods, to the extent possible and as applicable, in future filings beginning with the Company’s 2023 Form 10-K.

 If you have any questions regarding the foregoing, please do not hesitate to contact me
at (773) 304-5665, or by email at ron.knutson@distributionsolutionsgroup.com.

 Very truly yours,

 /s/ Ronald J. Knutson

Ronald J. Knutson

Distribution Solutions Group, Inc.

EVP and Chief Financial Officer

cc:
 Richard Pufpaf

Distribution Solutions Group, Inc.

General Counsel

United States securities and exchange commission logo
November 3, 2023
Ron Knutson
Chief Financial Officer
Distribution Solutions Group, Inc.
8770 W. Bryn Mawr Avenue
Suite 900
Chicago, IL 60631
Re:Distribution Solutions Group, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
File No. 000-10546
Dear Ron Knutson:
            We have reviewed your filing and have the following comments.
            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-K for the Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Adjusted EBITDA, page 27
1.We note you reconcile Adjusted EBITDA to operating income. Please tell us your
consideration of Question 103.02 of the Staff's Compliance and Disclosure Interpretations
on Non-GAAP Financial Measures in determining operating income to be the most
directly comparable GAAP financial measure.
2.You present Adjusted EBITDA by reportable segment which is a non-GAAP
measure. The inclusion of these non-GAAP measures requires a reconciliation to the most
directly comparable GAAP measure. Please revise accordingly or tell us how your
presentation complies with Item 10(e) of Regulation S-K. You may also find Question
104.03 of the Staff's Compliance and Disclosure Interpretations on Non-GAAP Measures
helpful.

 FirstName LastNameRon  Knutson
 Comapany NameDistribution Solutions Group, Inc.
 November 3, 2023 Page 2
 FirstName LastName
Ron  Knutson
Distribution Solutions Group, Inc.
November 3, 2023
Page 2
Supplemental Information - Lawson Non-GAAP Adjusted Operating Income and Non-GAAP
Adjusted EBITDA
Lawson Non-GAAP Adjusted Operating Income, page 28
3.We note you present the operating results of Lawson on a GAAP and non-GAAP basis. It
appears you present financial information that combines post-merger results and
unadjusted pre-merger results. Please explain how your presentation of combined results
without reflecting all relevant and significant pro forma adjustments required by Article
11 of Regulation S-X is appropriate or revise.
Lawson Segment, page 31
4.Where you describe two or more business reasons that contributed to a material change in
a financial statement line item between periods, please quantify, where possible, the extent
to which each change contributed to the overall change in that line item. As examples, we
note your disclosure that the increase in revenue was driven by price increases, increased
quantity volumes and strengthening sales. The increase in selling, general and
administrative expenses was driven by compensation expense, higher severance, and
higher amortization expense, partially offset by lower costs related to the Mergers and
stock-based compensation. In each case the disclosures do not quantify any of the factors.
See Item 303 of Regulation S-K and SEC Release No. 34-48960.
            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 Scott Stringer at 202-551-3272 or Adam Phippen at 202-551-3336 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Rick Pufpaf

CORRESP
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CORRESP

 8770 W. Bryn Mawr Avenue, Suite 900

Chicago, Illinois 60631

 VIA EDGAR

 April 6, 2023

 Mr. Scott Anderegg

Office of Trade & Services

 Division of Corporation
Finance

 U.S. Securities and Exchange Commission

 Mail Stop
4720

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Distribution Solutions Group, Inc.

Registration Statement on Form S-3 (File No. 333-270678)

 Dear Mr. Anderegg:

 We refer to the
registration statement on Form S-3 (File No. 333-237736) (the “Registration Statement”) of Distribution Solutions Group, Inc., a Delaware corporation (the
“Company”).

 In accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests acceleration
of the effectiveness of the Registration Statement so that it may become effective at 4:30 p.m. (Eastern time) on April 10, 2023 or as soon as practicable thereafter.

Kindly notify the Company of the Registration Statement’s effectiveness through, and direct any questions to, the Company’s counsel,
Anna T. Pinedo of Mayer Brown LLP at +1 (212) 506-2275 or apinedo@mayerbrown.com.

Sincerely,

 /s/ Richard D. Pufpaf

Richard D. Pufpaf

Senior Vice President, Secretary,
General Counsel and

Chief Compliance Officer

Distribution Solutions Group, Inc.

cc:

Ronald J. Knutson

Distribution Solutions Group, Inc.

 Andrew J. Noreuil

 Anna T. Pinedo

Mayer Brown LLP

United States securities and exchange commission logo
March 22, 2023
J. Bryan King
Chief Executive Officer
Distribution Solutions Group, Inc.
8770 W. Bryn Mawr Avenue, Suite 900
Chicago, Illinois 60631
Re:Distribution Solutions Group, Inc.
Registration Statement on Form S-3
Filed March 17, 2023
File No. 333-270678
Dear J. Bryan King:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Scott Anderegg at 202-551-3342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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CORRESP

 Lawson Products, Inc.

8770 West Bryn Mawr Avenue, Suite 900

Chicago, IL 60631

 May 30, 2019

VIA EDGAR SUBMISSION

 Securities and
Exchange Commission

 Division of Corporation Finance

 Office
of Manufacturing and Construction

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Edward M. Kelly, Senior Counsel

Re:
 Lawson Products, Inc.

 Registration Statement on Form S-3

 File No. 333-231671

 Request for Effectiveness

Ladies and Gentlemen:

 Pursuant to Rule 461 of
the Securities Act of 1933, as amended, Lawson Products, Inc. (the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement on Form S-3, File No. 333-231671 (the “Registration Statement”) so that it may become effective at 12:00 noon Eastern Time on Monday, June 3, 2019 or as soon thereafter as practicable.

The Company hereby acknowledges that:

(a) should the United States Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated
authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(b) the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does
not relieve the Company from its full responsibility for the accuracy and adequacy of the disclosure in the Registration Statement; and

(c) it may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

 *    *    *

 Mr. Edward M. Kelly

May 30, 2019

 Page 2

 We respectfully request that you notify Tom Monson of Jenner &
Block LLP at 312-840-8611 when the Registration Statement is declared effective.

Sincerely,

 /s/ Neil E. Jenkins

Neil E. Jenkins

 Executive Vice President, Secretary and General
Counsel

 Lawson Products, Inc.

cc:
 Thomas A. Monson, Jenner & Block LLP

May 29, 2019
Neil Jenkins
Executive Vice President, Secretary, and General Counsel
Lawson Products, Inc.
8770 West Bryn Mawr Avenue, Suite 900
Chicago, IL 60631
Re:Lawson Products, Inc.
Registration Statement on Form S-3
Filed May 22, 2019
File No. 333-231671
Dear Mr. Jenkins:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Edward M. Kelly, Senior Counsel, at (202) 551-3728 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing and
Construction

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

DIVISION OF
CORPORATION FINANCE
         November 25, 2014

Via E-Mail
Mr. Ronald J. Knutson
Chief Financial Officer
Lawson Products Inc/New/DE
8770 W. Bryn Mawr Ave, Suite 900
Chicago, IL  60631

 Re: Lawson Products Inc/New/DE
  Form 10 -K for Fiscal Year Ended December 31, 2013
Filed February 20, 2014
  Form DEF 14A
  Filed March 28, 2014
  File No.   0-10546

Dear Mr.  Knutson :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by th e Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

        Sincerely,

/s/ W. John Cash

W. John Cash
Branch Chief

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		2014 SEC Correspondance

November 13, 2014

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Attn: W. John Cash, Branch Chief

Re:

 Lawson Products Inc/New/DE

Form 10-K for Fiscal Year Ended December 31, 2013

Filed February 20, 2014

Form DEF 14A

Filed March 28, 2014

File No. 0-10546

Dear Mr. Cash,

As Executive Vice President, Chief Financial Officer of Lawson Products, Inc. (“Lawson” or the “Company”), I am responding to the letter from the staff of the Division of Corporation Finance of the United States Securities and Exchange Commission (“Staff” or "Commission") dated November 5, 2014, containing comments on the above-referenced filings. For your convenience, we have included in this letter the Staff’s comment before providing our response to that comment. As noted in our response below, the proposed revision refers to Lawson’s intended method for complying with the Staff’s comment in Lawson’s future filings with the Commission, if appropriate, given the then current facts and circumstances.

Definitive Proxy Statement

Proxy card

1.

 In future filings please ensure that the proxy card clearly indicates that shareholders are being asked to vote, on an advisory basis, to approve executive compensation. For additional guidance, please see Question 169.07 of the Exchange Act Rules Compliance and Disclosure Interpretations.

Response:

In future filings when shareholders are being asked to vote on an advisory basis, to approve an executive compensation plan, we will clearly indicate this on the Proxy card by using the description “Advisory vote to approve named executive officer compensation.”

Closing Comments

I trust that the foregoing has been responsive to the Staff’s comment. Additionally, Lawson hereby acknowledges that:

•

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

•

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

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

All inquiries, questions, comments, notices and orders with respect to this letter, should be directed to the undersigned at (773) 304-5665.

Sincerely,

Ronald J. Knutson

Executive Vice President, Chief Financial Officer

cc:    Sherry Haywood

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

DIVISION OF
CORPORATION FINANCE
         November 5, 2014

Via E-Mail
Mr. Ronald J. Knutson
Chief Financial Officer
Lawson Products Inc/New/DE
8770 W. Bryn Mawr Ave, Suite 900
Chicago, IL  60631

 Re: Lawson Products Inc/New/DE
  Form 10 -K for Fiscal Year Ended December 31, 2013
Filed February 20, 2014
  Form DEF 14A
  Filed March 28, 2014
  File No.   0-10546

Dear Mr.  Knutson :

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 this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when  you will provide the requested
response.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please  tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Definitive Proxy Statement

Proxy card

1. In future filings  please ensure that the proxy card clearly indicates that shareholders are
being asked to vote, on an advisory basis, to approve executive compensation.  For
additional guidance, please see Question 169.07 of the Exchange Act Rules Compliance
and Disclosur e Interpretations.

Mr. Ronald Knutson
Lawson Products Inc/New/DE
November 5, 2014
Page 2

 Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exc hange Act rules 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 t he disclosures they have made.

In responding to our comments, please provide  a written 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 disclosure in response to staff comments do not
foreclose the C ommission 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.

You may contact S herry Haywood  at (202) 551 -3345 , with questions regarding these
comments , or me at (202) 551 -3768  with any other questions.

        Sincerely,

/s/ W. John Cash

W. John Cash
Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE
         September 12 , 2012

Via E-Mail
Mr. Ronald Knutson
Chief Financial Officer
Lawson Products Inc/New/DE
1666 East Touhy Avenue
Des Plaines, IL  60018

 Re: Lawson Products Inc /New/DE
  Form 10 -K for Fiscal Year Ended December 31, 2011
Filed March 1, 2012
  File No.   0-10546

Dear Mr.  Knutson :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not as sert 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 urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

        Sincerely,

        /s/ Rufus Decker for

W. John Cash
Branch Chief

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Correspondence

 September 5, 2012

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

100 F Street N.E.

 Mail Stop 4631

Washington, D.C. 20549

 Attn: W. John Cash,
Branch Chief

RE:

Lawson Products, Inc.

Form 10-K for Fiscal Year Ended December 31, 2011

Form DEF 14A filed April 5, 2012

Form 10-Q for the Period Ended June 30, 2012

File No. 0-10546

 Dear Mr. Cash,

 As Executive Vice President and Chief Financial Officer of Lawson Products, Inc. (“Lawson” or the “Company”), I am responding to the letter from the staff of the Division of
Corporation Finance of the United States Securities and Exchange Commission (“Staff”) dated August 22, 2012, containing comments on the above-referenced filings. For your convenience, we have included in this letter each of the
Staff’s comments before providing our response to that comment. As noted in our responses below, all proposed revisions refer to Lawson’s intended method for complying with the Staff’s comments in Lawson’s future filings with the
Commission, if appropriate, given the then current facts and circumstances.

 Definitive Proxy Statement

Compensation Discussion and Analysis

 Determination of Competitive Practices, page 17

1.
We note that you disclose in the first paragraph on page 18 that you use data from peer groups to benchmark total direct compensation. In future filings, for each named
executive officer, please disclose where you target total direct compensation against the peer companies and where actual payments fell within the targeted parameters. To the extent actual compensation was outside a targeted percentile range, please
explain why. Please show us what your disclosure would look like.

 Response:

In future filings for each Named Executive Officer (“NEO”), we will disclose how our actual and target total direct compensation
compares to the peer company group and explain the rational if payments were outside of the targeted parameters. Our future disclosure will be similar to the following:

 The Company’s executive compensation programs are designed to reward executives for the development and execution of successful business strategies. In determining the type and amount of compensation
for each executive, we use both annual cash compensation, which includes a base salary and an annual incentive award, and a long-term incentive opportunity, which includes both cash and equity components. Our compensation programs are designed to
encourage and reward the creation of long-term stockholder value. The Compensation Committee believes the mix of these forms of compensation in aggregate (which we refer to as “Total Direct Compensation”) support the company’s overall
compensation objectives of attracting top talent for executive positions, incentivizing such executive officers, rewarding them for achievement of individual and company goals, and aligning the interests of executive officers with those of our
stockholders.

 The Compensation Committee has established market median as the market level to target for
each element and in total. Actual compensation may be higher or lower than market median based upon actual performance vs. pre-established goals, depending upon the award value delivered via the company’s annual and long-term incentive plans.

 The peer group benchmarking study conducted in 20XX was conducted such that the Compensation Committee could understand the
competitiveness of the total direct compensation of the NEOs as compared to market practices. The job titles, responsibilities and scope based on publicly available information were reviewed in determining appropriate job matches and summarized peer
company executive officer compensation data for each NEO. The total direct compensation measured in our study included base salary plus annual incentives plus long-term incentives.

Total direct compensation of the peer group executives compared to the targeted and actual total direct compensation of the
Company’s NEOs was as follows:

 Title

Peer Group
Median
TDC

Lawson Products

Target

Actual

 Chief Executive Officer

$
X,XXX

$
X,XXX

$
X,XXX

 Chief Financial Officer

X,XXX

X,XXX

X,XXX

 NEO Title

X,XXX

X,XXX

X,XXX

 NEO Title

X,XXX

X,XXX

X,XXX

 NEO Title

X,XXX

X,XXX

X,XXX

 In future proxy statements, we will discuss for each NEO any material variations in compensation from the
benchmark targets.

 Form 10-Q for Fiscal Quarter Ended June 30, 2012

Consolidated Financial Statements

Note 8 – Contingent Liability, page 10

2.
We note your disclosure regarding the employment tax examination and the contingent liability you recorded related to Drummond. Please revise future filings, including
your next Form 10-Q, to address the following:

•

 Explain how you determined the amount you accrued during 2011, including, to the extent applicable, if and how you assessed any additional potential
liability for time periods and/or subsidiaries, in addition to those currently being examined;

•

 Explain why you believe the amount you accrued represents your best estimate of the costs to resolve this matter, particularly in light of the amount
of the notice of adjustment you received in January 2012; and

•

 Explain the process and anticipated time frame for resolving this matter with the IRS.

Please provide us your proposed disclosures with your response letter.

 Response:

 In future filings we will expand our disclosure as
follows (expanded proposed disclosure is underlined):

 One of the Company’s subsidiaries, Drummond American LLC
(“Drummond”), underwent an IRS tax examination for the years 2007 and 2008 of its long-standing treatment of its sales representatives as independent contractors. In January 2012 the Company received a Notice of Proposed Adjustment in the
amount of $9.5 million, including penalties, from the IRS challenging Drummond’s position that the sales representatives were independent contractors. The Company disagreed with the IRS position and filed an administrative appeal with the
IRS Appeals Office.

 Although the Company intends to vigorously defend its position for the treatment of its sales
representatives as independent contractors, the Company established a liability of $1.2 million during 2011 as its best estimate of the cost to resolve the matter with the IRS. The notice of Proposed Adjustment was determined by applying the full
statutory rates and penalties, rather than applying the reduced tax rates provided by section 3509 of the Internal Revenue Code (“IRC”). The Company believes the use of reduced tax rates is mandatory for all IRS worker classification
assessments, except when the employer intentionally disregarded its employment tax obligations. Because the Company believes it fully complied with its employment tax obligations, the Company based its estimated loss at the reduced tax rates. The
Company applied these reduced tax rates against only one year because any settlement resolution would likely be limited to one year as this is consistent with the IRS’s settlement practices. The Company has assessed its potential exposure for
other subsidiaries and time periods and has concluded that an additional liability is not probable. No adjustment has been proposed by the IRS for any other time periods or subsidiaries of the Company.

The case has been assigned to the Chicago Appeals Office. The first meeting with the Appeals Office will likely happen in the fourth
quarter of 2012. The Company is unable to establish an estimated time frame in which the case will be resolved through the appeals process. An unfavorable outcome of this matter could have a material adverse effect on the Company’s
business, financial condition and results of operations.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 11

3.
We note the declining trends in sales and gross profit margins during the interim periods. Please revise future filings, including your next Form 10-Q, to more fully
address the following:

•

 Disclose and discuss changes in your market share relative to your competitors during the periods presented;

•

 Quantify total sales to government bases that support troop deployments and address if additional declines in such sales are anticipated;

•

 Quantify the impact of and explain the reasons for each factor you identify as impacting sales and gross profits during each period presented,
including, lower freight revenues, increases in small customer attrition, declines in sales representatives, and lower outbound freight recoveries;

•

 In light of the inventory reserves you recorded, address the anticipated impact on future sales of your decision to discontinue certain products;

•

 In light of your intention to continue to increase the percentage of sales from strategic customers, address the anticipated impact on future gross
profit margins of this strategy;

•

 Explain the facts and circumstances that resulted in the entire goodwill balance being impaired during the quarter ended June 30, 2012; and

•

 Explain the negative factors that resulted in you recording a tax valuation allowance during the quarter ended June 30, 2012.

 Response:

 In future filings, including our next Form 10-Q, we will expand our disclosures to more fully address these topics in our Management’s Discussion and Analysis of Financial Condition and Results of
Operations.

 ******

 I trust that the foregoing has been responsive to the Staff’s comments. Additionally, Lawson hereby acknowledges that:

•

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

•

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

•

 Lawson 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.

 All inquiries, questions, comments, notices and orders with respect to this letter, should
be directed to the undersigned at (773) 304-5665.

 Sincerely,

 Ronald J. Knutson

 Executive Vice President, Chief Financial Officer

cc:
Kevin Stertzel

Anne McConnell

Sherry Haywood

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

DIVISION OF
CORPORATION FINANCE
         August 22, 2012

Via E-Mail
Mr. Ronald Knutson
Senior Vice President and Chief Financial Officer
Lawson Products , Inc.
1666 East Touhy Avenue
Des Plaines, IL  60018

 Re: Lawson Products , Inc.
  Form 10 -K for Fiscal Year Ended December 31, 2011
Filed March 1, 2012
  Form DEF 14A
  Filed April 5, 2012
Form 10 -Q for  Fiscal Quarter Ended June 30, 2012
Filed August 9, 2012
  File No.   0-10546

Dear Mr.  Knutson :

We have reviewed your filing s 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 this letter within ten business days by amending your filing, by
providing the r equested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please  tell us why in your response.

After rev iewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Definitive Proxy Statement

Compensation Discussion and Analysis

Determination of Competitive Practices, page 17

1. We note that you disclose in the first paragraph on page 18 that you use data from peer
groups to bench mark total direct compensation.  In future filings, for each named
executive officer, please disclose where you target total direct compensation against the
peer companies and where actual payments fell within the targeted parameters.  To the

Mr. Ronald Knutson
Lawson Product s, Inc.
August 22, 2012
Page 2

 extent actual compensation was outside a targeted percentile range, please explain why .
Please show us what your disclosure would look like.

Form 10 -Q for Fiscal Quarter  Ended June 30, 2012

Consolidated Financial Statements

Note 8 – Contingent Liability, page 10

2. We note your disclosures regarding the employment tax examination and the contingent
liability you recorded related to Drummond.  Please revise future filings, including your
next Form 10 -Q, to address the following:
 Explain how you determined the amount you accrued during 2011 , including, to
the extent applicable, if and how you assessed any additional potential liability for
time periods and/or subsidi aries, in addition to those currently being examined;
 Explain why you believe the amount you accrued represents your best estimate of
the costs to resolve this matter, particularly in light of the amount of the notice of
adjustment you received in January 2012; and
 Explain the process and anticipated time frame for resolving this matter with the
IRS.
Please provide us your proposed disclosures with your response letter.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
11

3. We note the declining trends in sales and gross profit margins  during the interim periods .
Please revise future filings, including your next Form 10 -Q, to more fully address the
following:
 Disclose and discuss changes in your marker share relativ e to your competitors
during the periods presented;
 Quantify total sales to government bases that support troop deployment s and
address if additional declines in such sales are anticipated;
 Quantify the impact of and explain the reasons for each factor you  identify as
impacting sales and gross profits during each period presented, including, lower
freight revenues, increases in small customer attrition, declines in sales
representatives, and lower outbound freight recoveries;
 In light of the inventory reser ves you recorded, address the anticipated impact on
future sales of your decision to discontinue certain products;

Mr. Ronald Knutson
Lawson Product s, Inc.
August 22, 2012
Page 3

  In light of your intention to continue to increase the percentage of sales from
strategic customers, address the anticipated impact on future  gross profit margins
of this strategy;
 Explain the facts and circumstances that resulted in the entire goodwill balance
being impaired during the quarter ended June 30, 2012; and
 Explain the negative factors that resulted in you recording a tax valuation
allowance during the quarter ended June 30, 2012.

Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applica ble Exchange Act rules 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 t he disclosures they have made.

In responding to our comments, please provide  a written 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 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.

You may contact Kevin Stertzel  at (202) 551 -3723 , or Anne McConnell at (202) 551 -
3709 if you have questions regarding comments on the financial statements and related matters.
Please contact Sherry Haywood  at (202) 551 -3345 , with questions regarding legal comments , or
me at (202) 551 -3768  with any other questions.

        Sincerely,

/s/ W. John Cash

W. John Cash
Branch Chief

CORRESP
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March 9, 2010

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Mail Stop 4631

Washington, D.C. 20549

Attn: John Hartz, Senior Assistant Chief Accountant

    RE:

    Lawson Products, Inc.

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

Form 10-K/A Filed April 29, 2009

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

File No. 0-10546

Dear Mr. Hartz,

     As Senior Vice President and Chief Financial Officer of Lawson Products, Inc. (“Lawson” or the
“Company”), I am responding to the letter from the staff of the Division of Corporation Finance of
the United States Securities and Exchange Commission (“Staff”) dated February 25, 2010, containing
follow-up comments on the above-referenced filings. For your convenience, we have included in this
letter each of the Staff’s comments before providing our response to that comment. As noted in our
responses below, all proposed revisions refer to Lawson’s intended method for complying with the
Staff’s comments in Lawson’s future filings with the Commission, if appropriate, given the then
current facts and circumstances.

FORM 10-K FOR FISCAL YEAR ENDED DECEMBER 31, 2008

Prior Comments 2 and 3

    1.

    We note your responses to prior comments 2 and 3 and your proposed disclosures. In future
filings, please expand your proposed disclosures to clarify and explain if and how the “market
approach” you use to estimate the fair value of your reporting unit that includes goodwill
considers your market capitalization relative to your net book value. Please provide us your
proposed revisions supplementally.

Response:

     In future filings we will expand the disclosure of our goodwill critical accounting policy to
clarify and explain how we reconcile our market capitalization relative to the net book value of
the reporting unit that includes goodwill. Following is our proposed goodwill critical accounting
policy with the expanded disclosure included in the third paragraph (expanded proposed supplemental
disclosure is underlined):

     Goodwill Impairment — Goodwill, all of which is included in our Lawson Products business
unit, is tested annually during the fourth quarter, or when events occur or circumstances change
that would more likely than not reduce the fair value of the reporting unit below its carrying
value. Impairment of goodwill is evaluated using a two step process. First the fair value of the
reporting unit is compared with its carrying amount, including goodwill. If the fair value of the
reporting unit exceeds its carrying amount,

1

goodwill of the reporting unit is not considered impaired, and thus, the second step of the
impairment test is unnecessary. If the carrying amount of the reporting unit exceeds its fair
value, the second step of the goodwill impairment test is performed to measure the amount of
impairment loss, if any.

     We estimate the fair value of the Lawson Products business unit using a market approach, which
relies on the market value of companies that are engaged in the same line of business. We also
prepare a discounted cash flow (“DCF”) analysis based on the operating plan presented to our Board
of Directors, to determine a range of fair values. The DCF model relies on a number of assumptions
that have a significant affect on the resulting fair value calculation and may change in future
periods. Estimated future cash flows are affected both by future economic conditions outside the
control of management and operating results directly related to management’s execution of our
business strategy. Our DCF model is also affected by our estimate of a discount rate that is
consistent with the weighted average cost of capital that we anticipate a potential market
participant would use.

     We then assess the reasonableness of our estimate of the fair value of the Lawson Products
business unit. This is done by applying the same valuation methodology and estimates described
above to the entire Company and reconciling the resulting estimated fair value of the consolidated
Company to its market capitalization based on the trading range of the Company’s stock near the
measurement date.

     Currently, the calculated fair value of the Lawson business unit exceeds its carrying value by
over [___] million using our most conservative estimate and, therefore, is not considered impaired.
Changes in the assumptions used in our DCF calculation could have a material affect on the fair
value estimate and could change our assessment of impairment. A hypothetical 10% decrease in the
estimated future annual cash flows generated by the Lawson business unit would decrease its
estimated fair value by [___] million. A hypothetical 100 basis point increase in the discount rate
would decrease its estimated fair value by [___] million.

FORM 10K/A FILED APRIL 29, 2009

Compensation Discussion & Analysis, page 5

Elements of Total Compensation, page 7

Annual Incentive Plan (“AIP”), page 8

    2.

    We note your responses to prior comment 6 in our letter dated December 31, 2009. We also note
your disclosure in the first paragraph on page 9 of the Form 10-K/A in which you state that
payout levels for all NEOs (except Mr. Jenkins) were below the target levels for each
executive’s individual performance goals component. With respect to your proposed future
disclosure of the specific weightings for each NEO’s individual performance goals, please also
disclose in future filings whether each NEO achieved each individual performance goal.

Response:

     In future filings we will expand our disclosure of NEO payout levels by stating whether each
NEO achieved his or her individual performance goal and the respective percentage earned.

2

FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 30, 2009

Prior Comment 11

    3.

    Based on your response to prior comment 11, it is not clear to us how and why a decline in
inventory reserves through the sale of slower moving items had a favorable impact on FY 2008
gross margins as you disclosed. Please explain your disclosure in light of your response or
tell us how you intend to revise it in future filings.

Response:

     To reduce our inventory to a lower of cost or market value, we record a reserve for
slow-moving and obsolete inventory based on historical experience. The inventory reduction program
that we initiated in 2008 was designed to focus our sales force on selling slower moving items to
customers as well as requesting product returns to our vendors. The program was more successful
than anticipated and resulted in the realization of a higher than normal gross margin as the
inventory sold had a lower cost basis as a result of previously established reserves. We have
included the 2008 results in our on-going evaluation of the recoverability of slow moving, excess
and obsolete inventory.

     Management did not consider the effect of the inventory reduction program on our segmental
gross profit margin to be as significant for the year ended December 31, 2008 as it was for the
third quarter of 2008. Therefore, we did not include a disclosure of the inventory reserve program
in the Management’s Discussion and Analysis in the Forms 10-K for the fiscal years ended December
31, 2009 and 2008. In future filings, if an inventory reduction program significantly affects our
gross margin percentage, we will expand our Management’s Discussion and Analysis to more fully
explain this occurrence.

******

I trust that the foregoing has been responsive to the Staff’s comments. All inquiries, questions,
comments, notices and orders with respect to this letter, should be directed to the undersigned at
(847) 827-9666 x 2665 or via facsimile at (847) 827-0063.

Sincerely,

    /s/ Ronald J. Knutson

    Ronald J. Knutson

    Senior Vice President and

Chief Financial Officer

    cc:

    Anne McConnell, Division of Corporation Finance

Bret Johnson, Division of Corporation Finance

3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631         February 25, 2010    Ronald J. Knutson Senior Vice President and Chief Financial Officer Lawson Products, Inc.
1666 East Touhy Avenue
Des Plains, Illinois 60018
Re: Lawson Products, Inc.
Form 10-K for Fiscal Year Ended December 31, 2008
  File No. 0-10546

Dear Mr. Knutson:
We have reviewed your responses and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is 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 filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or 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 YE AR ENDED DECMEBER 31, 2008

 Prior Comments 2 and 3

 1. We note your responses to prior comments 2 and 3 and your proposed disclosures.
In future filings, please expand your proposed  disclosures to clarify and explain if
and how the “market approach” you use to estimate the fair value of your
reporting unit that includes goodwill consider s your market capitalization relative
to your net book value.  Please pr ovide us your proposed revisions
supplementally.

Ronald Knutson
Lawson Products, Inc. February 25, 2010
Page 2
FORM 10K/A FILED APRIL 29, 2009
 Compensation Discussion & Analysis, page 5

Elements of Total Compensation, page 7
Annual Incentive Plan (“AIP”), page 8
 2. We note your response to comment 6 in our letter dated December 31, 2009.  We
also note your disclosure in  the first paragraph on page 9 of the Form 10-K/A in
which you state that payout levels for all NEOs (excep t Mr. Jenkins) were below
the target levels for each executive’s i ndividual performance goals component.
With respect to your proposed future disc losure of the specific weighting for each
NEO’s individual performance goals, pleas e also disclose in future filings
whether each NEO achieved each individual performance goal.
 FORM 10-Q FOR THE PREIOD ENDED SEPTEMBER 30, 2009

 Prior Comment 11

 3. Based on your response to prior comment 11, it is not clear to us how and why a
decline in inventory reserv es through the sale of slower moving items had a
favorable impact on FY 2008 gross margins as you disclosed.  Please explain your disclosure in light of your response or tell us how you intend to revise it in future
filings.

 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 Bret Jo hnson, Staff Accountant, at  (202) 551-3753 or Anne
McConnell, Senior Staff Acc ountant, at (202) 551-3709 if you have questions regarding
the financial statements and related commen ts.  Please contact Chambre Malone, Staff
Attorney, at (202) 551-3262 or  Craig Slivka, Special Counsel, at (202) 551-3729 if you
have any other questions.
Sincerely,    John Hartz Senior Assistant Chief Accountant

CORRESP
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February 4, 2010

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Mail Stop 4631

Washington, D.C. 20549

Attn: John Hartz, Senior Assistant Chief Accountant

    RE:

    Lawson Products, Inc.

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

Form 10-K/A Filed April 29, 2009

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

Form 8-K Filed August 25, 2009

File No. 0-10546

Dear Mr. Hartz,

     As Senior Vice President and Chief Financial Officer of Lawson Products, Inc. (“Lawson” or the
“Company”), I am responding to the letter from the staff of the Division of Corporation Finance of
the United States Securities and Exchange Commission (“Staff”) dated December 31, 2009, containing
comments on the above-referenced filing. For your convenience, we have included in this letter
each of the Staff’s comments before providing our response to that comment. As noted in our
responses below, all proposed revisions refer to Lawson’s intended method for complying with the
Staff’s comments in Lawson’s future filings with the Commission, if appropriate, given the then
current facts and circumstances.

FORM 10-K FOR FISCAL YEAR ENDED DECEMBER 31, 2008

Item 7. Management’s Discussion and Analysis, page 13

Liquidity and Capital Resources, page 16

    1.

    In future filings please disclose the Amended Credit Facility’s specific covenant ratios.

Response:

     In future filings, the Company will disclose the specific covenant ratio requirements listed
below and performance against those specific requirements. For the Staff’s reference, the Company
filed a Form 8-K on August 25, 2009 containing a new Credit Agreement which replaced the previous
Amended Credit Facility. Additionally, the Company entered into a Second Amendment to Credit
Agreement which was filed on a Form 8-K on February 3, 2010. The significant covenants contained
in the Second Amendment to Credit Agreement dated January 29, 2010 include:

    •

    Minimum cash plus accounts receivable plus inventory to total debt ratio of 2.0:1.0 at
the end of each quarter;

    •

    Minimum tangible net worth of $55.0 million;

    •

    Minimum debt service coverage ratio of 1.20 commencing with fiscal year ending December
31, 2010;

1

    •

    Minimum trailing twelve months consolidated EBITDA of $8.0 million at the end of
December 31, $9.5 million for the twelve month period ended March 31, 2010 and $10.0
million for the twelve month periods ended June 30, 2010, September 30, 2010 and December
31, 2010, respectively; and

    •

    Other covenants including limitations on dividends, share purchases and acquisitions or
sale of property.

Critical Accounting Policies, page 18

    2.

    Based on the significance of your goodwill balance, the goodwill impairment charge you recorded
in 2008, and your market capitalization relative to the carrying value of equity, please revise
future filings to include a critical accounting policy detailing your process for evaluating
goodwill impairment. Refer to Section 501.14 of the Financial Reporting Codification, SFAS 142, and
Release No. 33-8350, Interpretation-Commission’s Guidance Regarding Management’s Discussion and
Analysis of Financial Condition and Results of Operations on our website at
http://www.sec.gov/rules/interp/33-8350.htm#P180 57133 for guidance. Please supplementally
provide us your proposed disclosures.

Response:

     In future filings we will include a critical accounting policy detailing our process for
evaluating goodwill impairment. The following is our proposed disclosure:

     Goodwill Impairment – Goodwill, all of which is included in our Lawson Products business unit,
is tested annually during the fourth quarter, or when events occur or circumstances change that
would more likely than not reduce the fair value of the reporting unit below its carrying
value. Impairment of goodwill is evaluated using a two step process. First the fair value of the
reporting unit is compared with its carrying amount, including goodwill. If the fair value of the
reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not
impaired, thus, the second step of the impairment test is unnecessary. If the carrying amount of
the reporting unit exceeds its fair value, the second step of the goodwill impairment test is
performed to measure the amount of impairment loss, if any.

     We estimate the fair value of the Lawson Products business unit using a market approach, which
relies on the market value of companies that are engaged in a similar line of business. We also
prepare a discounted cash flow (“DCF”) analysis based on the operating plan to determine a range of
fair values. The DCF model relies on a number of assumptions that have a significant affect on the
resulting fair value calculation and may change in future periods. Estimated future cash flows are
affected both by future economic conditions outside the control of management and operating results
directly related to management’s execution of our business strategy. Our DCF model is also affected
by our estimate of a discount rate that is consistent with the weighted average cost of capital
that we anticipate a potential market participant would use.

     As of the fourth quarter of 2009, the calculated fair value of the Lawson business unit
exceeded its carrying value by approximately [___] million using our most conservative estimate and,
therefore, was not considered impaired. Changes in the assumptions used in our DCF calculation
could have a material affect on the fair value estimate and could change our assessment of
impairment. A hypothetical 10% decrease in the estimated future annual cash flows generated by the
Lawson business unit would decrease

2

its estimated fair value by [___] million. A hypothetical 100 basis point increase in the
discount rate would decrease its estimated fair value by [___] million.

    3.

    Please clarify how you determine your reporting units under SFAS 142. To the extent that any of
your reporting units have estimated fair values that are not substantially in excess of their
carrying value and goodwill for these reporting units, in the aggregate or individually, could
materially impact your operating results, please identify those reporting units and provide the
following disclosures:

    •

    The percentage by which fair value exceeds carrying value as of the most recent
step-one test.

    •

    The amount of goodwill allocated to the reporting unit.

    •

    A description of the assumptions that drive the estimated fair value.

    •

    A discussion of any uncertainties associated with the key assumptions. For example,
to the extent that you have included assumptions in your discounted cash flow model that
deviate from your historical results, please include a discussion of these assumptions.

    •

    A discussion of any potential events, trends and/or circumstances that could have a
negative effect on estimated fair value.

    •

    Any other material and useful information you gather and analyze regarding the risks
of recoverability of goodwill.

    If you have determined that estimated fair values substantially exceed carrying values for all
of your reporting units, please disclose that determination. Refer to Item 303 of Regulation S-K
and Sections 216 and 501.14 of the Financial Reporting Codification for guidance.

Response:

     Following the guidance provided by Accounting Standards Codification (“ASC”) 350 (Previously
FAS 142) and ASC 280 (previously SFAS 131), goodwill impairment was analyzed in relation to the
appropriate reporting unit as reviewed by the Company’s chief decision maker. The Company’s chief
decision maker allocates resources and reviews the operating performance of four business units;
Lawson Products, Rutland Tools (which comprise the MRO segment), Assembly Component Systems (“ACS”)
and Automatic Screw Machine Parts (which comprise the OEM segment).

     All of the goodwill on the balance sheet relates to a 2001 acquisition that only benefited the
Lawson Products business unit. The estimated fair value of the Lawson Products business unit
substantially exceeded its carrying value and goodwill as of the most recent testing date in the
fourth quarter of 2009. In future filings we will include the critical accounting policy, proposed
in our response to the Staff’s comment #2 above, that provides details of our evaluation process
for goodwill impairment as well as the results of that evaluation.

3

Note E – Goodwill, page 31

    4.

    Please expand your disclosures in future filings to describe the specific facts, circumstances,
and changed assumptions that resulted in the goodwill impairment that you recorded during the
fourth quarter of 2008 in accordance with paragraph 47 of SFAS 142.

Response:

     In future filings, the Company will expand its disclosures to include the specific facts,
circumstances and changed assumptions that resulted in the goodwill impairment recorded in the
fourth quarter of 2008 in accordance with paragraph 47 of SFAS 142. The Company expects the
disclosure to be as follows:

     The Company reviews goodwill annually during the fourth quarter, or when events occur or
circumstances change that would more likely than not reduce the fair value of the reporting unit
below its carrying value. Goodwill impairment is deemed to exist if the carrying amount of a
reporting unit exceeds its estimated fair value and the goodwill impairment charge, if any, is
measured as the difference between the carrying amount of the goodwill as compared to its estimated
fair value. In 2008, our ACS business unit carried a $2.3 million goodwill balance related to a
1999 acquisition. In previous years, the operating results of ACS supported the goodwill balance
based on market prices of comparable businesses and discounted cash flow forecasts. During 2008,
ACS began to experience increases in commodity costs that led to lower gross margins and operating
results. Then, with the onset of the global worldwide recession in the fourth quarter of 2008, the
Company revised its forecast of future operating results significantly to reflect the new
unfavorable economic environment and determined, based on market prices of comparable businesses
and revised discounted cash flow forecasts, that the goodwill associated with ACS was fully
impaired. The Company recorded a charge of $2.3 million for the year ended December 31, 2008.

Controls and Procedures, page 43

    5.

    We note that your description of your disclosure controls and procedures does not appear to
conform to the definition provided in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. In future
filings, please revise your statement to ensure you describe your disclosure controls and
procedures in accordance with the two-part definition provided in Rules 13a-15(e) and 15d- 15(e) of
the Exchange Act or simply state whether they are effective. Please confirm to us supplementally
that your disclosure control and procedures were effective in accordance with the two-part
definition.

Response:

     We confirm that our disclosure controls and procedures were effective in accordance with the
two-part definition provided in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of the year
ended December 31, 2008. In addition, in future filings we will revise our disclosure and clarify
our compliance by adopting the following disclosure:

     Under the supervision and with the participation of our senior management, including our chief
executive officer and chief financial officer, we conducted an evaluation of the effectiveness of
the design and operation of our disclosure controls and procedures,
as defined in
Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the
end of the period covered by this annual report (the “Evaluation Date”). Based on this evaluation,
our chief executive

4

officer and chief financial officer concluded as of the Evaluation Date that our disclosure
controls and procedures were effective such that (i) the information relating to Lawson, including
our consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission
(“SEC”) reports is recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms, and (ii) include, without limitation, controls and procedures designed to
ensure that information required to be disclosed is accumulated and communicated to our management,
including our chief executive officer and chief financial officer, as appropriate to allow timely
decisions regarding required disclosure.

FORM 10K/A FILED APRIL 29, 2009

Compensation Discussion & Analysis, page 5

Elements of Total Compensation, page 7

Annual Incentive Plan (“AIP”), page 8

    6.

    We note your disclosure in the table presenting the target bonuses and actual bonuses received
in 2008. Please tell us supplementally, with a view toward future disclosure, whether you assigned
particular weightings to each individual performance goals you identify for each named executive in
the fourth paragraph of this section to calculate the “Bonus Awarded” column of the table. If you
did not establish weightings for each individual performance measure, please tell us how you
ultimately determined the amount in the Bonus Awarded column for each named executive officer.
See Item 402(b)(1)(v) of Regulation S-K.

Response:

     As a reference to the Staff, and as disclosed on page 9 of Form 10 K/A, for fiscal year 2008
actual bonuses under the Annual Incentive Plan (“AIP”) were awarded to the Named Executive Officers
(“NEO”) and were determined based on each executive’s respective performance against their
individual goals. Individual weightings were assigned to each NEO’s performance goals and the
payout determined based on achievement versus goals. The bonus payouts for each NEO other than the
CEO were based upon the CEO’s evaluation of each NEO and recommendation to the Compensation
Committee, and for the CEO, based upon an evaluation by the Board of Directors. No bonus payments
were awarded to the NEO’s for the corporate performance component as the Company did not meet its
corporate performance goals established for 2008.

     To address the Staff’s comments, we will provide in future filings the following supplemental
disclosure in “Item 11. Executive Compensation” (new proposed supplemental disclosure is
underlined).

Compensation Philosophy and Objectives

Page 5 The Company’s executive compensation programs are designed to reward executives for the
development and execution of successful business strategies. In determining the type and amount of
compensation for each executive, we use both annual cash compensation, which includes a base
salary and an annual incentive plan, and a long-term incentive opportunity. We believe the mix of
these three forms of compensation in the aggregate balance the reward for each executive’s
contributions to our Company. Our compensation programs are designed to encourage and reward the
creation of long-term shareholder value.

5

Page 6 3. Accountability for Individual Performance. We believe teams and individuals should be
rewarded when their contributions are exemplary and significantly support Company performance and
value creation. Accordingly, individual performance measures and goals, along with specific
weightings for each goal, are established for each participant in our annual incentive plan.

Elements of Total Compensation-Annual Incentive Plan (“AIP”)

     To address the Staff’s comment regarding the AIP on page 8 of Form 10 K/A, we are providing
the following supplementary information.

     The remaining components of the AIP consisted of key individual performance measures and
weightings which were established f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631         December 31, 2009    F. Terrence Blanchard Chief Financial Officer Lawson Products, Inc.
1666 East Touhy Avenue Des Plains, Illinois 60018
Re: Lawson Products, Inc.
Form 10-K for Fiscal Year Ended December 31, 2008
  File No. 0-10546

Dear Mr. Blanchard:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is 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 filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or 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 YE AR ENDED DECMEBER 31, 2008

Item 7. Management’s Discussion and Analysis, page 13
Liquidity and Capital Resources, page 16

1. In future filings please disclose the Am ended Credit Facility’s specific covenant
ratios.

Terrence Blanchard
Lawson Products, Inc.
December 31, 2009
Page 2
Critical Accounting Policies, page 18

2. Based on the significance of your goodw ill balance, the goodwill impairment
charge you recorded in 2008, and your ma rket capitalization relative to the
carrying value of equity, please revise future filings to include a critical accounting policy detailing your process for evaluating goodwill impairment.  Refer to Section 501.14 of the Financial Reporting Codification, SFAS 142, and
Release No. 33-8350, Interpretation- Commission’s Guidance Regarding
Management’s Discussion and Analysis of Financial Condition and Results of
Operations on our website at http://www.sec.gov/rules/interp/33-
8350.htm#P180_57133  for guidance.  Please supple mentally provide us your
proposed disclosures.
 3. Please clarify how you determine your reporting units under SFAS 142.  To the
extent that any of your reporting units ha ve estimated fair values that are not
substantially in excess of their carry ing value and goodwill for these reporting
units, in the aggregate or individually , could materially impact your operating
results, please identify those repor ting units and provide the following
disclosures:
• The percentage by which fair value ex ceeds carrying value as of the most-
recent step-one test.
• The amount of goodwill allocate d to the reporting unit.
• A description of the assumptions that drive the estimated fair value.
• A discussion of any uncertainties as sociated with the key assumptions.
For example, to the extent that you have included assumptions in your discounted cash flow model that de viate from your historical results,
please include a discussi on of these assumptions.
• A discussion of any potential events, trends and/or circumstances that
could have a negative effect on estimated fair value.
• Any other material and useful information you gather and analyze regarding the risks of re coverability of goodwill.
If you have determined that estimated fair values substantially exceed carrying values for all of your reporting units, pleas e disclose that determination.  Refer to
Item 303 of Regulation S-K and Sec tions 216 and 501.14 of the Financial
Reporting Codification for guidance.
 Note E – Goodwill, page 31

 4.  Please expand your disclosures in future filings to describe the specific facts,
circumstances, and changed assumptions that resulted in the goodwill impairment
that you recorded during the fourth quart er of 2008 in accordance with paragraph
47 of SFAS 142.

Terrence Blanchard
Lawson Products, Inc.
December 31, 2009
Page 3
Controls and Procedures, page 43

5. We note that your description of your disc losure controls and procedures does not
appear to conform to the definition provided in Rules 13a-15(e) and 15d-15(e) of the Exchange Act.  In future filings, please revise your statement to ensure you
describe your disclosure controls and procedures in accordance with the two-part definition provided in Rules 13a-15(e) and 15d-15(e) of the Exchange Act or simply state whether they are effective.  Please confirm to us supplementally that
your disclosure control and procedures we re effective in acco rdance with the two-
part definition.
 FORM 10-K/A FILED APRIL 20, 2009

 Compensation Discussion & Analysis, page 5

Elements of Total Compensation, page 7
Annual Incentive Plan (“AIP”), page 8
 6. We note your disclosure in the table pr esenting the target bonuses and actual
bonuses received in 2008.  Please tell us supplementally, with a view toward future disclosure, whether you assigned pa rticular weightings to each individual
performance goals you identify for each na med executive in the fourth paragraph
of this section to calculate  the “Bonus Awarded” column of the table.  If you did
not establish weightings for each individua l performance measure, please tell us
how you ultimately determined the amount in the Bonus Awarded column for each named executive officer.  See
 Item 402(b)(1)(v) of Regulation S-K.
 2004-2008 Long-Term Capital Accumulation Plan (“LTCAP”), page 9

 7. Please tell us supplementally, with a view  toward future disclosure, the overall
LTCAP pool amount as calculated pursuant to the first full paragraph on page 10.
 Stock Performance Rights (“SPRs”), page 11

 8. In future filings, please disclose how you determine the amount of SPRs awarded
to each named executive officer.   See
 Item 402(b)(1)(v) of Regulation S-K.

Certain Relationships and Re lated Transactions, page 27

9. In future filings, please disclose whet her your related party transaction policies
and procedures are in writing and, if not , how such policies and procedures are
evidenced.  See Item 404(b)(1)(iv) of Regulation S-K.
 10. In future filings, pursuant to paragraph (b) of Item 404 of Regulation S-K, please
describe your policies and procedures for review, approval, and ratification of any
transaction required to be disclosed under paragraph (a) of Item 404.  In

Terrence Blanchard
Lawson Products, Inc.
December 31, 2009
Page 4
particular, this includes a di scussion of the standards to  be applied pursuant to
such policies and procedures.

FORM 10-Q FOR THE PREIOD ENDED SEPTEMBER 30, 2009
 Item 2. Management’s Discussion and Analysis, page 12

 11. We note your disclosures on pages 13 a nd 14 that the 2008 gross margin included
a $2.4 million favorable inventory reserve ad justment.  Please explain to us your
basis for recording a favorable inventory reserve adjustment since it appears to us that when an inventory reserve is reco rded it establishes a new cost basis.
 FORM 8-K FILED AUGUST 25, 2009

 12. Please file a complete copy of th e Credit Agreement dated August 21, 2009,
including all schedules and exhibits thereto, with your next Exchange Act report.

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 filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at 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 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 filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

Terrence Blanchard
Lawson Products, Inc. December 31, 2009
Page 5
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 filing or in response to our comments on your filing.
  You may contact Bret Jo hnson, Staff Accountant, at  (202) 551-3753 or Anne
McConnell, Senior Staff Acc ountant, at (202) 551-3709 if you have questions regarding
the financial statements and related commen ts.  Please contact Chambre Malone, Staff
Attorney, at (202) 551-3262 or  Craig Slivka, Special Counsel, at (202) 551-3729 if you
have any other questions.
Sincerely,    John Hartz Senior Assistant Chief Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010      May 12, 2008   Mr. Scott F. Stephens Chief Financial Officer Lawson Products, Inc. 1666 East Touhy Avenue Des Plaines, Illinois  60018
 Re: Lawson Products, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2007
Filed March 12, 2008 File No. 0-10546  Definitive Proxy Statement on Schedule 14A Filed April 21, 2008 File No. 0-10546
  Dear Mr. Stephens:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any further questions regard ing our review of your filings, please
direct them to the undersigned at (202) 551-3235.
  Sincerely,    Jessica S. Kane  Staff Attorney

CORRESP
1
filename1.htm

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New York  Orange County  Rome  San Diego  Silicon Valley  Washington, D.C.

Strategic alliance with MWE China Law Offices (Shanghai)

            Heidi J.
Steele

Attorney at Law

hsteele@mwe.com

312.984.3624

May 9, 2008

By EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Attention:  Jessica Kane

Mail Stop 7010

Washington, D.C. 20549-7010

            Re:

             Lawson Products, Inc.

            Definitive Proxy Statement on Schedule 14A

            Filed April 21, 2008

            File No. 0-10546

Dear Ms. Kane:

On behalf of our client, Lawson Products, Inc., a Delaware corporation (the “Company”), set forth below are the Company’s responses to the comments of the staff (“Staff”) of the Securities and Exchange Commission (“SEC”), dated April 25, 2008, concerning the above-referenced document.  For your convenience, the Company’s responses follow the bolded text of the applicable SEC comment.

Definitive Proxy Statement on Schedule 14A

Proposal 1: Election of Directors, page 1

            1.

            In future filings, please describe the business experience for all directors or director-nominees, including each person’s principal occupations and employment during the past five years and the names and principal business of any corporation or other organization in which such occupations and employment were carried on.

RESPONSE:  In future filings, the Company will identify for all director or director-nominees their principal occupations and employment during the past five years and the names and principal business of any corporation or other organization in which occupations and employment were carried.

In its 2008 Proxy Statement, the Company provided the requisite disclosure for director/director nominees Wilma Smelcer and Ronald B. Port, M.D. and directors

Ms. Jessica Kane

Securities and Exchange Commission

May 9, 2008

Page 2

Thomas S. Postek, Mitchell H. Saranow, James S. Errant, Lee S. Hillman, and Thomas J. Neri.  The Company states in the paragraph preceding the listing of directors and director nominees that each director or director-nominee has held the indicated position, or an executive position with the same employer, for at least the past five years, unless otherwise indicated.

For director/director nominee Robert G. Rettig, the Company will disclose in future filings that he is currently a business consultant and private investor.  Mr. Rettig retired from Illinois Tool Works as a Senior Vice President in 1989.

For director James T. Brophy, the Company will disclose in future filings that he is a certified public accountant and certified financial analyst who worked as an investment banker for more than 30 years.  Mr. Brophy retired from Stifel Nicolaus as a Vice President in 1985.

Compensation Discussion and Analysis, page 9

            2.

            In future filings, please disclose how each compensation element and decisions regarding that element affect decisions regarding other compensation elements.  See Item 402(b)(1)(vi) of Regulation S-K.

RESPONSE:  In future filings, the Company will disclose, to the extent appropriate, how each compensation element and decisions regarding that element affect decisions regarding other compensation elements. The Company will revise the disclosure as follows (and update for 2008):

When making compensation decisions, certain elements are evaluated together, if appropriate, and the magnitude of compensation in one element may impact the magnitude and design of other elements.  Overall total direct compensation is targeted at or above the median of compensation paid by peer group companies when incentive plan “target” performance is achieved.  The Company’s 2007 incentive plan design was weighted toward the achievement of long-term performance goals.  For this reason, long-term opportunities, at “target,” lead median practices while short-term incentives, at “target,” are at the peer group median.  Targets for short- and long-term incentives are designed to provide opportunities for higher compensation upon the achievement of the goals associated with superior results in each plan.  While each compensation program has specific
objectives, through the analysis of competitive practices, the Company analyzes peer group compensation and market practices to ensure its compensation plans in aggregate are aligned with the market.

Peer group companies whose pay practices are evaluated include organizations of similar revenue size, companies involved in wholesale trade and/or closely held companies.  In the peer group analysis, the Company evaluates each pay component directly against similar components for its peers.  In addition, the Company evaluates the combined value

Ms. Jessica Kane

Securities and Exchange Commission

May 9, 2008

Page 3

of its compensation components against total direct compensation in the market.

            3.

            In future filings, please disclose whether discretion can be or has been exercised when making awards pursuant to your Annual Incentive Plan and your Current Long Term Incentive Plan to either award compensation in the absence of attaining all relevant performance goals or to reduce or increase the size of any award.   See 402(b)(2)(vi) of Regulation S-K.

RESPONSE:  In future filings, the Company will disclose that discretion can and has been exercised when making awards pursuant to its Annual Incentive Plan and its current Long-Term Incentive Plan.  Discretion can be utilized both to award compensation in the absence of attaining all relevant performance goals or to reduce or increase the size of any award.  Both the Annual Incentive Plan and Long-Term Incentive Plan provide the Compensation Committee of the Board of Directors with discretion in making awards.  To the extent appropriate, the Company will make this disclosure in future filings.

            4.

            In future filings, please describe the individual performance goals and the elements of executive officer performance that are taken into account when making awards pursuant to your Annual Incentive Plan.  See Item 402(b)(2)(vii) of Regulation S-K.  We note the disclosure regarding your CEO on page 16.  Please identify and quantify the four individual performance objectives.

RESPONSE:  In future filings, the Company will, to the extent appropriate, describe the individual performance goals and the elements of executive officer performance that are taken into account when making awards pursuant to its Annual Incentive Plan.  The Company considered a mix of individual performance goals for its executive officers in 2007, including such considerations as implementation of the Better Together business unit consolidation, reductions in accounts receivable, merchandising fulfillment, and board relations, among others, when setting awards under the Annual Incentive Plan.

With regard to the CEO’s compensation under the Annual Incentive Plan for 2007, the four individual performance objectives referred to on page 16 were (i) implementation of the Better Together business unit consolidation, (ii) evaluation of the senior executive team and structure, (iii) developing a turnaround plan for key business units, and (iv) generating $2.5 million in operating efficiencies.

Implementing the Better Together business unit consolidation was weighted 10%.  This goal was based on the CEO’s performance toward streamlining the organization and management structures of four business units, while maintaining each group’s branding.  The CEO received $22,500 for his performance related to this objective in 2007.

Evaluation of the senior management team and structure was weighted 20%.  This goal was linked to business unit consolidation and included a review of the senior

Ms. Jessica Kane

Securities and Exchange Commission

May 9, 2008

Page 4

management team and a talent assessment, and when necessary, upgrading that talent.  Recruiting a potential CEO successor was also linked to successful achievement of this goal.  The CEO received $112,500 for his performance related to this objective in 2007.

Development and implementation of a turnaround plan for three business units was weighted 10%.  In this goal, the CEO was asked to first evaluate the viability of these business units, and second, implement performance turnaround plans.  The CEO received $30,000 for his performance related to this objective in 2007.

Finally, generating $2.5 million of cost savings from operational efficiencies was weighted 10%.   The CEO received $67,500 for his performance related to this objective in 2007.

These four performance objectives, when combined with profitability as an objective, which was weighted 50%, total 100% of the objectives on which the CEO’s annual incentive award was set.  The CEO received a total annual incentive award of $345,000 for 2007.

            5.

            In future filings, please disclose your policies regarding the adjustment or recovery of awards if the relevant performance measures upon which they are based are restated or otherwise adjusted in a manner that would reduce the size of the awards.  See Item 402(b)(2)(viii) of Regulation S-K.

RESPONSE:  In future filings, the Company will, to the extent appropriate, disclose its policies regarding the adjustment or recovery of compensation awards if the relevant performance measures upon which they are based are restated or otherwise adjusted to reduce the size of the awards.  Under the terms of the Company’s compensation plans, the Compensation Committee of the Board of Directors has full discretion to adjust the size of an award under the circumstances described above.  The Company will make such disclosure in future filings.

Corporate AIP Objective, page 12

            6.

            The information in the first paragraph and the bullets is confusing.  In future filings, please make clear what metric you use for profitability to determine performance.  Please explain more clearly what you are excluding from the line items you cite.  Do you exclude the items in the bullet points from your profitability metric to arrive at performance targets?  If so, please state this.  Otherwise, explain what exactly you are trying to relay to investors.

RESPONSE:  In future filings, the Company will be clearer in its description of the metric for profitability under the Annual Incentive Plan as described in the Compensation

Ms. Jessica Kane

Securities and Exchange Commission

May 9, 2008

Page 5

Discussion & Analysis.  In particular, under the heading “Corporate AIP Objective,” the Company will revise the disclosure as follows (and update for 2008):

The key performance measure for our executives under the AIP is Company profitability.  The Company sets the “profitability” metric as operating income (as shown in the income statement filed with the Annual Report on Form 10-K) less certain expenses and credits including, for 2007, the (i) credit of $0.5 million resulting from compensation income related to the Current LTIP; (ii) Stock Performance Rights credit of $0.4 million; (iii) approximately $12.0 million of severance and other charges; (iv) legal and other expenses of $5.8 million associated with an investigation by federal authorities; and (v) $2.3 million of incentive compensation costs.  Using this metric for profitability, the Company set the “target” for 2007 at $49.7 million, which was a challenging objective for management.  The 2007 target was 11.9% above the comparable AIP
target for profitability in 2006 of $44.4 million.  Using the metric for profitability described above, actual 2007 results were $39.5 million, or 79.5% of “target” and are equal to the AIP “threshold” of $39.5 million. The Plan “threshold” level is the minimum level of performance needed to fund payment to our executives for this goal.

            7.

            In addition, it is not clear whether the AIP was funded since you met the threshold level.  Please explain why no discretionary bonus amounts were paid last year if the threshold was met.

RESPONSE:  In future filings, the Company will be clearer in describing whether the AIP was funded.  The AIP was funded this year as the “threshold” level was met.  Bonuses under the AIP were disclosed in the Summary Compensation Table under the column entitled “Non-Equity Incentive Plan Compensation.”  There were no discretionary or unscheduled bonuses or awards made as shown in the column “Discretionary Bonus” of the Summary Compensation Table.

Certain Relationships and Related Transactions, page 32

            8.

            In future filings, please disclose whether your related party transactions policies and procedures are in writing and, if not, how such policies and procedures are evidenced.  See Item 404(b)(1)(iv) of Regulation S-K.

RESPONSE:  The Company does not have written policies and procedures with respect to related party transactions and will consider adopting written policies and procedures in the future.   In future filings, the Company will disclose that the Audit Committee of the Board of Directors, pursuant to its charter, reviews and approves all related party transactions and will disclose any written policies and procedures, if adopted.

*  *  *  *  *

Ms. Jessica Kane

Securities and Exchange Commission

May 9, 2008

Page 6

In addition, the Company hereby acknowledges that:

            •

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

            •

            Staff comments or changes to disclosure in response to Staff comments do not foreclose the SEC 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 SEC or any person under the federal securities laws of the United States.

We hope that the foregoing has been responsive to the Staff’s comments.  Please do not hesitate to contact the undersigned at the number above with any questions or comments.

Sincerely yours,

/s/ Heidi J. Steele

Heidi J. Steele

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010      April 25, 2008    Mr. Scott F. Stephens Chief Financial Officer Lawson Products, Inc. 1666 East Touhy Avenue Des Plaines, Illinois  60018
 Re: Lawson Products, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2007
Filed March 12, 2008 File No. 0-10546  Definitive Proxy Statement on Schedule 14A Filed April 21, 2008 File No. 0-10546
 Dear Mr. Stephens:
We have reviewed the above referenced filings and have the following comments.
Please note that we have conducted a legal review only.  Where indicated, we think you
should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure.  After review ing this information, we may or may not
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 filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Definitive Proxy Statement on Schedule 14A

 Proposal 1: Election of  Directors, page 1

1. In future filings, please describe the business experience for all directors or
director-nominees, including each person’s principal occupations and employment during the past five years and the names and principal business of

Mr. Scott F. Stephens
Lawson Products, Inc. February 29, 2008
Page 2
any corporation or other organization in which such occupations and employment were carried on.

Compensation Discussion and Analysis, page 9

2. In future filings, please disclose how each compensation element and decisions
regarding that element affect decisions regarding other compensation elements.
See Item 402(b)(1)(vi) of Regulation S-K.

3. In future filings, please disclose whether discretion can be or has been exercised
when making awards pursuant to your  Annual Incentive Plan and your Current
Long Term Incentive Plan to either aw ard compensation in the absence of
attaining all relevant performance goals or to reduce or increase the size of any
award.  See  Item 402(b)(2)(vi) of Regulation S-K.
 4. In future filings, please describe the individual performance goals and the
elements of executive officer performance that are taken into account when making awards pursuant to your Annual Incentive Plan.  See
 Item 402(b)(2)(vii)
of Regulation S-K.  We note the disc losure regarding your CEO on page 16.
Please identify and quantify the four individual performance objectives.

5. In future filings, please disclose your policies regarding the adjustment or
recovery of awards if the relevant performance measures upon which they are
based are restated or otherwise adjusted in a manner that would reduce the size of
the awards.  See Item 402(b)(2)(viii) of Regulation S-K.
 Corporate AIP Objective, page 12

6. The information in the firs t paragraph and the bullets is confus ing.  In future
filings, please make clear what metric you use for profitability to determine
performance.  Please explain more clearly what you are excluding from the line items you cite.  Do you exclude the items in the bullet points from your profitability metric to arrive at performance targets?  If so, please state this. Otherwise, explain what exactly what you are trying to relay to investors.

7. In addition, it is not clear whether the AIP was funded since you met the threshold
level.  Please explain why no discretionary  bonus amounts were paid last year if
the threshold was met.

Certain Relationships and Re lated Transactions, page 32

8. In future filings, please disclose whethe r your related party transactions policies
and procedures are in writing and, if not , how such policies and procedures are
evidenced.  See Item 404(b)(1)(iv) of Regulation S-K.

Mr. Scott F. Stephens
Lawson Products, Inc. February 29, 2008 Page 3
*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please pr ovide us with a supplemental response letter
that keys your responses to our comment s and provides any requested supplemental
information.  Detailed letters greatly facilitate our review.  Please file your supplemental
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

 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 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 their
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 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 filing or in response to our comments on your filing.
Please contact Jessica Kane at (202) 551-3235 or me at (202) 551-3767 with any
other questions.
  Sincerely,    Jennifer Hardy Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

August 3, 2006

via U.S. mail and facsimile

Mr. Robert J. Washlow
Chief Executive Officer
Lawson Products, Inc.
1666 East Touhy Avenue
Des Plaines, IL  60018

 RE: Form 10-K for the Fiscal Year Ended December 31, 2005
  Form 10-Q for the Fiscal Quarter Ended March 31, 2006
  File No. 0-10546

Dear Mr. Washlow:

 We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

If you have any questions regarding this co mment, please direct them to Meagan
Caldwell, Staff Accountant, at (202) 551-3754 in her absen ce, Anne McConnell, Staff
Accountant, at (202) 551-3709.

       S i n c e r e l y ,

       John Cash
       A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

            August 2, 2006

Ms. Meagan Caldwell

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7010

            Re:

            Lawson Products, Inc. (“Lawson” or the “Company”) – File No. 0-10546

            Form 10-K for the Fiscal Year Ended December 31, 2005

            Form 10-Q for the Fiscal Quarter Ended March 31, 2006

Dear Ms. Caldwell:

This letter is to provided to you in response to the comment contained in your letter dated July 18, 2006, with regard to the above referenced Annual Report on Form 10-K and Form 10-Q of Lawson Products, Inc. (the “Company”). For your convenience, the Securities and Exchange Commission (“SEC” or the “Commission”) Staff comment is reprinted below.

Comment

You disclosed in your Form 10-K for the fiscal year ended December 31, 2005, that the Federal Bureau of Investigation executed a search warrant for certain records at your offices and informed you that they were conducting an investigation as to whether any of your representatives improperly provided gifts or awards to purchasing agents (including government purchasing agents) through your customer loyalty programs. You further disclosed that, as a part of an internal investigation, you terminated certain customer loyalty programs and suspended others, pending further review and analysis. In future filings, please include a reasonably detailed description of your internal investigation, including the reasons why certain customer loyalty programs were terminated, and update the status of your review of the customer loyalty programs that were suspended. In addition, please revise future
filings to disclose and, if applicable, update the status of the FBI investigation and its potential impact. Please ensure that your disclosures comply with paragraphs nine and ten of SFAS 5 and Rule 10-01(a)(5) of Regulation S-X.

Ms. Meagan Caldwell

August 2, 2006

Page 2

Response

In response to your comment, the Company will revise its disclosure in its future SEC filings regarding the investigation to add more information.  The disclosure will provide more information on why the Company took certain actions as a result of its investigation such as its termination of certain customer loyalty programs.  In order to protect the integrity of its and the FBI’s ongoing investigations and the disclosures provided, the Company believes that it may not be prudent to provide detailed disclosure regarding the status of its ongoing investigation until it is complete or until the Company has taken action with respect to information obtained in its investigation.  The Company will also confirm its compliance with paragraphs nine and ten of SFAS 5 and Rule 10-01(a)(5) of Regulation S-X with respect to the impact of the investigation on the Company.

            On behalf of the Company, the undersigned hereby acknowledges that:

            •

            the Company is responsible for the adequacy and accuracy of the disclosure in their 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.

If you have any question regarding the foregoing, please call the undersigned at (847) 827-9666.

Very truly yours,

            /s/ Scott F. Stephens

            Scott F. Stephens

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

July 18, 2006

Mr. Robert J. Washlow
Chief Executive Officer
Lawson Products, Inc.
1666 East Touhy Avenue
Des Plaines, IL  60018

 RE: Form 10-K for the Fiscal Year Ended December 31, 2005
  Form 10-Q for the Fiscal Quarter Ended March 31, 2006
  File No. 0-10546

Dear Mr. Washlow:

We have limited our review of your filing to the issue we have addressed in our
comment.  Where indicated, we think you should re vise future filings in response to this
comment.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.

 Please understand that the purpose of our re view process is to assist you in your
compliance with applicable disclosure requirements and to enhance the overall
disclosures in your filings.  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.

Mr. Robert J. Washlow
Lawson Products, Inc.
July 18, 2006 Page 2
Form 10-Q for the Fiscal Quarter Ended March 31, 2006

Notes to Financial Statements

You disclosed in your Form 10-K for the fiscal year ended December 31, 2005,
that the Federal Bureau of I nvestigation executed a search warrant for certain records at
your offices and informed you that they were conducting an investigation as to whether
any of your representatives improperly provided gifts or aw ards to purchasing agents
(including government purchasi ng agents) through your custom er loyalty programs.  You
further disclosed that, as part of an internal  investigation, you termin ated certain customer
loyalty programs and suspended others, pending  further review and analysis.  In future
filings, please include a reasonably detailed de scription of your internal investigation,
including the reasons why certain customer loyalty programs were terminated, and update
the status of your review of the customer loyalty programs that were suspended.  In
addition, please revise future fi lings to disclose and, if applic able, update the status of the
FBI investigation and its potential impact.  Please ensure that your disclosures comply
with paragraphs nine and ten of SFAS 5 and Rule 10-01(a)(5) of Regulation S-X.

*    *    *    *

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 comment.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed to be cer tain that they have provided all information
required under the Securities Exchange Act of 1934 and that  they have provided all
information investors require for an info rmed 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 accuracy and adequacy of the disclosures they have made.

Mr. Robert J. Washlow
Lawson Products, Inc.
July 18, 2006 Page 3
 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
their 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

If you have any questions regarding this co mment, please direct them to Meagan
Caldwell, Staff Accountant, at (202) 551-3754 in her absen ce, Anne McConnell, Staff
Accountant, at (202) 551-3709.

       S i n c e r e l y ,

       John Cash
       A c c o u n t i n g  B r a n c h  C h i e f