SecProbe.io

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<TEXT>
 June 5, 2025

Kent Yee
Chief Financial Officer
DXP Enterprises Inc.
5301 Hollister
Houston, TX 77040

 Re: DXP Enterprises Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 000-21513
Dear Kent Yee:

 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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 Document May 21, 2025 VIA EDGAR Robert Shapiro and Abe Friedman U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.C. 20549 Re: DXP Enterprises Inc. From 10-K for Fiscal Year Ended December 31, 2024 File No. 000-21513 Dear Mr. Shapiro and Mr. Friedman: DXP Enterprises Inc. (the “Company”, “we”, “us”, or “our”) submits this letter in response to comments from the Staff (“Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated May 9, 2025 (the “Comment Letter”) relating to the Company’s Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on March 10, 2025 (the “Form 10-K”). In this letter we have reprinted each Staff comment in bold italics, followed by the Company’s responses. Form 10-K for Fiscal Year Ended December 31, 2024 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Key Business Metrics, page 32 1. We note you include EBITDA, Adjusted EBITDA, and Free Cash Flow along with their respective margins within your table of key business metrics. When presenting non-GAAP measures, please present the most directly comparable GAAP measure with equal or greater prominence. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Please make similar revisions to your press releases furnished under Item 2.02 of Form 8-K when presenting your non-GAAP measures in the highlights section of your releases. Company Response: The Company acknowledges the Staff’s comment. In future press releases and filings, including any Form 10-K, 10-Q, or 8-K (if applicable), beginning with the quarter ending June 30, 2025, the Company will include the most comparable GAAP measure with equal or greater prominence in each instance where a non-GAAP measure including its respective margin, is presented or discussed. Specifically but not limited to, the Company will include Net Income along with its respective margin and Cash Flows from Operating Activities as the most comparable GAAP measures when presenting EBITDA and Adjusted EBITDA with their respective margins and Free Cash flow, respectively. Notes to Consolidated Financial Statements Note 19 – Revenue, page 76 2. Please tell us how you considered including disaggregated revenue by customer sector. In this regard, we note your disclosure on page 23 of the volatility and cyclical nature of your customers’ industries, and discussion on page 35 of the relative increases to your annual results to be driven by industrial divisions and sectors. We further note discussion in your earnings call on March 7, 2025 on different margin levels for certain sectors, such as improved margins from your water and wastewater acquisitions. Refer to ASC 606-10-50-5 and ASC 606-10-55-89 through 91. Please revise or advise accordingly. Company Response: The Company acknowledges the Staff’s comment and advises the Staff that it believes its disclosures are consistent with the requirements of ASC 606. In accordance with ASC 606-10-50-5, the Company considered the level of revenue disaggregation that depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The Company also evaluated the guidance in ASC 606-10-55-89 through 91, which suggests that the extent of disaggregated revenue information depends on the facts and circumstances of the underlying contracts with customers. The Company believes that disaggregating revenue by its three reportable segments provides meaningful information to investors, aligns with how management evaluates financial performance and allocates resources and meets the objective of ASC 606-10-50-5 as described above. The Company also advises the Staff that, beginning with the quarter ending June 30, 2025, the Company will update its revenue footnote disclosures to provide additional information regarding recent acquisitions by segment. Furthermore, the Company will enhance its future filings to include additional information and quantitative disclosures to material segment sales fluctuations within the Consolidated Results of Operations section of Management’s Discussion and Analysis (MD&A). These enhancements are intended to align the financial statement disclosures more closely with discussions provided in the Company’s MD&A section and its quarterly earnings calls, where acquisition activity and its impact on growth and strategic positions are routinely addressed. Note 20 – Segment Reporting, page 77 3. Please disclose the significant expense categories and amounts that are regularly provided to your CODM for each of your reportable segments. Also disclose the total of other segment items that are included in the reported measures of segment profit or loss for your segments. Refer to ASC 280-10-50-26A and B. Company Response: The Company acknowledges the Staff’s comment. In future filings, including any Form 10-K, 10-Q, or 8-K (if applicable), beginning with the quarter ending June 30, 2025, the Company will provide additional disclosure related to significant expense categories and amounts, including other segment items that are included in the reported measures of segment profit or loss. For illustrative purposes, the following is an example of the updated segment disclosure: The following table sets out financial information related to the Company's segments and Corporate ( in thousands ): Three Months Ended June 30, 2025 Service Center Innovative Pumping Solutions Supply Chain Services Total Reportable Segments Corporate Total Consolidated Total Revenue $ —  $ —  $ —  $ —  $ —  $ —  Direct Operating Expenses —  —  —  —  —  —  Other Expenses —  —  —  —  —  —  Depreciation —  —  —  —  —  —  Amortization of intangibles and fixed assets —  —  —  —  —  —  Other —  —  —  —  —  —  Operating Income $ —  $ —  $ —  $ —  $ —  $ —  Interest expense —  —  —  —  —  —  Other income, net —  —  —  —  —  —  Income before income taxes $ —  $ —  $ —  $ —  $ —  $ —  Capital expenditures $ —  $ —  $ —  $ —  $ —  $ —  4. Please reconcile your reportable segments’ identifiable assets and other significant items of information disclosed to the corresponding consolidated amounts. Refer to ASC 280-10-50-30(c) and (d), and ASC 280-10-55-49. Company Response: The Company acknowledges the Staff’s comment. In future filings, including any Form 10-K, 10-Q, or 8-K (if applicable), beginning with the quarter ending June 30, 2025, the Company will update its segment disclosures in accordance with ASC 280 and reconcile the Company’s reportable segments’ identifiable assets and other significant items of information disclosed to the corresponding consolidated amounts. For illustrative purposes, the following is an example of the updated segment disclosure: The following table presents total assets of the Company’s reportable segments and Corporate ( in thousands ):   June 30, 2025 December 31, 2024 Service Centers $ —  $ 764,533  Innovative Pumping Solutions —  311,429  Supply Chain Services —  62,760  Total Reportable Segments Assets $ —  $ 1,138,722  Corporate —  210,772  Total Assets $ —  $ 1,349,494  If you have any questions regarding the Company’s responses, please contact me at 713-966-4700. Very truly yours, DXP Enterprises Inc. /s/Kent Yee Kent Yee Senior Vice President and Chief Financial Officer

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 May 9, 2025

Kent Yee
Chief Financial Officer
DXP Enterprises Inc.
5301 Hollister
Houston, TX 77040

 Re: DXP Enterprises Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 000-21513
Dear Kent Yee:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

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

Form 10-K for Fiscal Year Ended December 31, 2024
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Key Business Metrics, page 32

1. We note you include EBITDA, Adjusted EBITDA, and Free Cash Flow along
with
 their respective margins within your table of key business metrics. When
 presenting non-GAAP measures, please present the most directly
comparable GAAP
 measure with equal or greater prominence. Refer to Item 10(e)(1)(i)(A)
of Regulation
 S-K and Question 102.10(a) of the staff's Compliance and Disclosure
Interpretations
 on Non-GAAP Financial Measures. Please make similar revisions to your
press
 releases furnished under Item 2.02 of Form 8-K when presenting your
non-GAAP
 measures in the highlights section of your releases.
Notes to Consolidated Financial Statements
Note 19 - Revenue, page 76

2. Please tell us how you considered including disaggregated revenue by
customer
 May 9, 2025
Page 2

 sector. In this regard, we note your disclosure on page 23 of the
volatility and cyclical
 nature of your customers' industries, and discussion on page 35 of the
relative
 increases to your annual results to be driven by industrial divisions
and sectors. We
 further note discussion in your earnings call on March 7, 2025 on
different margin
 levels for certain sectors, such as improved margins from your water and
wastewater
 acquisitions. Refer to ASC 606-10-50-5 and ASC 606-10-55-89 through 91.
Please
 revise or advise accordingly.

Note 20 - Segment Reporting, page 77

3. Please disclose the significant segment expense categories and amounts
that are
 regularly provided to your CODM for each of your reportable segments.
Also disclose
 the total of other segment items that are included in the reported
measures of segment
 profit or loss for your segments. Refer to ASC 280-10-50-26A and B.
4. Please reconcile your reportable segments' identifiable assets and other
significant
 items of information disclosed to the corresponding consolidated
amounts. Refer to
 ASC 280-10-50-30(c) and (d), and ASC 280-10-55-49.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Robert Shapiro at 202-551-3273 or Abe Friedman at
202-551-8298
with any questions.

 Sincerely,

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

June 8, 2018

Mail Stop 4631

Via E -mail
Kent Yee
Senior Vice President
DXP Enterprises, Inc.
7272 Pinemont Drive
Houston, Texas 77040

Re: DXP Enterprises, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2017
Filed March 28, 2018
File No. 0 -21513

Dear Mr.Yee:

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

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief
Office of Manufacturing and
Construction

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May 23, 2018

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Terence O'Brien

Re:  DXP Enterprises, Inc.

        Form 10-K for the Fiscal Year Ended December 31, 2017

        Filed March 28, 2018

        File No. 0-21513

Ladies and Gentlemen:

Set forth below is the response of DXP Enterprises, Inc. (the "Company," "we," "our," "us") to the comments received from the staff (the "Staff") of the Division of Corporation Finance of the Securities and Exchange Commission (the "Commission") by letter dated May 10, 2018 regarding our Form 10-K for the Fiscal Year Ended December 31, 2017.

For ease of reference, we have cited the Staff comments in bold type prior to our response.

Form 10-K for Fiscal Year Ended December 31, 2017

Financial Statements, page 41

Audit Reports, page 42

1.

We note your auditor's reports on the financial statements and internal control over financial reporting for the fiscal year ended December 31, 2017 were not manually signed in accordance with Rule 2-02(a)(2) and Rule 2-02(f)(2), respectively, of Regulation S-X. After you obtain signed reports from your auditors, please include them in an amendment to your Form 10-K. Ensure that the amendment includes the entirety of Item 8 in your Form 10-K, as well as updated officers' certifications, in accordance with Rule 12b-15 of the Exchange Act.

Response: The Company respectfully notes the Staff's comment and has filed an Amendment No. 1 to the Form 10-K on May 23, 2018, which includes the entirety of Item 8 to such Form 10-K, to provide the following: (i) a Report of the Company's Independent Registered Public Accounting Firm manually signed (as represented by a conformed signature), along with the accompanying financial statements and supplementary data under Item 8; (ii) a dated and signed version of the Consent of Independent Registered Public Accounting Firm under Exhibit 23.1; and (iii) currently dated officers' certifications under Sections 302 and 906 of the Sarbanes-Oxley Act signed by the CEO and CFO of the Company as Exhibits 31.1, 31.2, 32.1 and 32.2. The Company further notes that the omission was only in the EDGAR version, and it did have a manually signed Report of Independent Registered Public Accounting Firm as of the original filing date.

Exhibits

Exhibit 23.1

2.

We note the consent from your auditor refers to its reports dated March 27, 2018 relating to your consolidated financial statements and the effectiveness of internal control over financial reporting. However, the respective reports from your auditor, included in your Form 10-K, are both dated March 28, 2018. Please make the necessary corrections in an amendment to your Form 10-K.

Response: The Company reviewed the original, manually signed reports of our Independent Registered Public Accounting Firm for each of the reports noted in the comment above and confirmed that the correct date of March 28, 2018 was referenced in each of the reports. In addition, the Company noted that the incorrect date was referenced in the Consent of Independent Registered Public Accounting Firm included as Exhibit 23.1 in the Form 10-K for the fiscal year ended December 31, 2017. This error has been corrected and a Report of the Company's Independent Registered Public Accounting Firm with a conformed signature, and a revised dated and signed version of the Consent of Independent Registered Public Accounting Firm under Exhibit 23.1 were filed on May 23, 2018 as Amendment No. 1 to the Form 10-K.

Sincerely,

 /s/Kent Yee

Kent Yee

Senior Vice President and Chief Financial Officer

May 10, 2018

Mail Stop 4631

Via E -mail
Kent Yee
Senior Vice President
DXP Enterprises, Inc.
7272 Pinemont Drive
Houston, Texas 77040

Re: DXP Enterprises, Inc.
 Form 10-K for Fiscal Year Ended  December 3 1, 2017
Filed  March 28, 2018
File No. 0-21513

Dear  Mr.Yee :

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

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

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

Form 10 -K for Fiscal Year Ended December 31, 2017

Financial Statements, page 41

Audit Reports, page 42

1. We note your auditor’s reports on the financial statements and internal control over
financial reporting for the fiscal year ended December 31, 2017 were not manually signed
in accordance with Rule  2-02(a)(2) and Rule 2 -02(f)(2), respectively, of Regulation S -X.
After you obtain signed reports from your auditors, please include them in a n amendment
to your Form 10 -K.  En sure that the amendment  includes the entirety of Item 8 in  your
Form 10 -K, as well as updated officers ’ certifications, in accordance with Rule 12b -15 of
the Exchange Act .

Kent Yee
DXP Enterprises, Inc.
May 10, 2018
Page 2

 Exhibits

Exhibit 23.1

2. We note the consent from your auditor refers to its reports dated March 27, 2018 relating
to your consolidated financial statements and the effectiveness of internal control over
financial reporting.  However, the respective reports from your auditor, included in your
Form 10 -K, are both dated March 28, 2018. Please make the necessary corrections in an
amendment to your Form 10 -K.

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

You may contact Tracie Mariner , Staff Accountant , at (202) 551 -3744 , or Jenn Do , Staff
Accountant,  at (202) 551 -3743, if you have questions regarding comments on the financial
statements and related matters. You may contact  me at (2 02) 551-3355  with any other questions.

Sincerely,

 /s/ Terence O ’Brien

 Terence O’Brien
Branch Chief
Office of Manufacturing and
Construction

August 24, 2016

Mr. Mac McConnell
Senior Vice President and Chief Financial Officer
DXP Enterprises, Inc.
7272 Pinemont Drive
Houston, Texas 77040

Re: DXP Enterprises, Inc.
  Registration Statement on Form S-3
Filed  August 19, 2016
  File No.  333-213227

Dear Mr. McConnell :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 Act of 193 3 and
all applicable Securities  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 the disclosures they have made.

In the event y ou request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing eff ective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its fu ll responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company 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.

Please refer to Rules 460 and 461 regarding reques ts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Mac McConnell
DXP Enterprises, Inc.
August 24, 2016
Page 2

 of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact  Kate McHale  at (202) 551 -3464  with any questions.

Sincerely,

 /s/ Craig Slivka, for

 Pamela Long
Assistant Director
Office of Manufacturing and
Construction

CORRESP
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CORRESP

 DXP ENTERPRISES, INC.

7272 Pinemont Drive

 Houston, Texas
77040

 (713) 996-4700

 August 24, 2016

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

 Attn: Kate McHale

Re:
DXP Enterprises, Inc.

Registration Statement on Form S-3

Filed August 19, 2016

File No. 333-213227

Acceleration Request

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, DXP Enterprises, Inc., organized under the laws of the State of Texas (the
“Company”), hereby respectfully requests that the effective date of the above referenced Registration Statement on Form S-3 be accelerated to 4:00 p.m. (Eastern time), on August 26, 2016, or as soon as practicable thereafter.

 The Company hereby acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff of the Division of Corporation Finance of the Commission (the “Staff”), acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company 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.

 Please notify Brian P. Fenske of Norton Rose Fulbright US LLP, counsel to the Company, at (713) 651-5151 upon the
effectiveness of the Registration Statement or if you have any questions regarding this request.

 Thank you for your assistance in this
matter.

Very truly yours,

DXP ENTERPRISES, INC.

By:

/s/ Mac McConnell

Name:

Mac McConnell

Title:

Senior Vice President/Finance and Chief Financial Officer

August 12, 2015

Mail Stop 4631

Via E -mail
Mac McConnell
Senior Vice President
DXP Enterprises, Inc.
7272 Pinemont
Houston, Texas  77040

Re: DXP Enterprises, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2014
Filed March 16, 2015
File No. 0 -21513

Dear Mr. McConnell :

We have completed our review of your filing .  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 and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We u rge 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 rules require.

Sincerely,

/s/ John Cash, for

Terence O’Brien
Branch Chief
Office of Manufacturing and
Construction

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    secresponse_aug7.htm

August 7, 2015

VIA EDGAR SUBMISSION

Securities and Exchange Commission Division of Corporation Finance

Attn: Terence O’Brien

100 F Street, N.E.

Washington, D.C. 20549-4628

Re:   DXP Enterprises, Inc.

        Form 10-K for the Fiscal Year Ended December 31, 2014

Filed March 16, 2015

File No. 0-21513

Ladies and Gentlemen:

Set forth below is the response of DXP Enterprises, Inc. (the “Company,” “we,” “our,” “us”) to the comments received from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) by letter dated July 22, 2015 regarding our Form 10-K for the Fiscal Year Ended December 31, 2014.

For ease of reference, we have cited the Staff comments in bold type prior to our response.

Form 10-K for Fiscal Year Ended December 31, 2014

Financial Statements, page 38

Note 17 – Segment and Geographical Reporting, page 64

1.

We note your response to prior comment 3 from our letter dated June 11, 2015. Please tell us what consideration you gave to including your Supply Chain Services segment revenues in your calculation of service revenues for Rule 5-03(b)(1) of Regulation S-X reporting.

Response:

Service revenues for the Supply Chain Services (“SCS”) segment were not included in our response contained in the letter dated July 10, 2015. Over 90% of SCS segment revenues represent sales of products. Service revenues for the SCS segment were approximately $14 million during 2014.

Service revenues for 2014 and preceding years were less than 10% of total consolidated revenues. In future filings, if revenues from services equal or exceed 10% of total revenues, DXP will show revenue from services separately as required by Item 5-03 of Regulation S-X. A detailed analysis of 2014 service revenues follows (in thousands):

Year Ended

December 31, 2014

Safety Service Revenues

SCS Service Revenues

$       95,704

         14,050

Pump Service Revenues

         13,083

Total Service Revenues

$     122,837

Total Revenues

$  1,500,000

Service as % of Total

8.19%

We acknowledge the following:

·

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

·

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

·

The Company many 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.

By:           /S/ Mac McConnell

     Mac McConnell

         Senior Vice President and Chief Financial Officer

July 22 , 2015

Via E -mail
Mac McConnell
Senior Vice President
DXP Enterprises, Inc.
7272 Pinemont
Houston, Texas 77040

Re: DXP Enterprises, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2014
Filed March 16, 2015
Response Dated July 13, 2015
File No. 0 -21513

Dear Mr. McConnell :

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

Form 10 -K for Fiscal Year Ended December 31, 2014

Financial Statements, page 38

Note 17 - Segment and Geographical Reporting, page 64

1. We note your response to prior comment 3 from our letter dated June 11, 2015.  Please
tell us what cons ideration you gave to including your Supply Chain Services segment
revenues in your calculation of service revenues for Rule 5 -03(b)(1) of Regulation S -X
reporting.

Mac McConnell
DXP Enterprises, Inc.
July 22, 2015
Page 2

 You may contact Tracie Mariner , Staff Accountant , at (202) 551 -3744 , or Jeanne Baker,
Assistant Chief Accountant, at (202) 551 -3691  if you have questions regarding comments on the
financial s tatements and related matters. You may contact  me at (2 02) 551 -3355  with any other
questions.

Sincerely,

 /s/ Terence O ’Brien

 Terence O’Brien
Branch Chief

CORRESP
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    secresponse_july2015.htm

July 13, 2015

VIA EDGAR SUBMISSION

Securities and Exchange Commission Division of Corporation Finance

Attn: Terence O’Brien

100 F Street, N.E.

Washington, D.C. 20549-4628

Re:  DXP Enterprises, Inc.

        Form 10-K for the Fiscal Year Ended December 31, 2014

        Filed March 16, 2015

        File No. 0-21513

Ladies and Gentlemen:

Set forth below is the response of DXP Enterprises, Inc. (the “Company,” “we,” “our,” “us”) to the comments received from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) by letter dated June 11, 2015 regarding our Form 10-K for the Fiscal Year Ended December 31, 2014.

For ease of reference, we have cited the Staff comments in bold type prior to our response.

Form 10-K for Fiscal Year Ended December 31, 2014

Impairment of Goodwill and Other Indefinite Intangible Assets, page 35

1.

We note that you recorded a $116,569 goodwill impairment charge during the fourth quarter of 2014. Please expand your disclosure to identify your reporting units that have goodwill and indicate, if true, that the fair values of these reporting units are substantially in excess of their carrying values. Identify for us any reporting units with a fair value not substantially in excess of their carrying value and quantify the related goodwill associated with these reporting units.

For any reporting unit with a fair value not substantially in excess of their carrying value, please provide investors with additional information regarding the risk associated with the reporting unit, including the following information necessary to assess the probability of a future material impairment charge:

·

The percentage by which fair value exceeded carrying value as of the date of the most recent test;

·

The amount of goodwill allocated to the reporting unit;

·

A description of the key assumptions used and how the key assumptions were determined;

·

A discussion of the degree of uncertainty associated with the key assumptions. The discussion regarding uncertainty should provide specifics to the extent possible; and

·

A description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions.

Response:

The DXP Core Supply Chain Services, DXP Core IPS, DXP Core Service Centers, Canada Service Centers and NatPro Service Centers reporting units have goodwill. The fair value of each of these reporting units as of October 1, 2014 was substantially in excess of each reporting unit’s carrying value. The aggregate goodwill associated with these reporting units is $180.3 million, and the aggregate excess fair value of these reporting units over the carrying value at the measurement date was over 200%.  The two reporting units with the lowest excess fair value are 90% and 17%, respectively, and the reporting unit with 17% excess fair value represents less than 5% of goodwill at December 31, 2014.  The remaining reporting units, B27 Service Centers, B27 IPS and NatPro IPS, recorded impairment losses during the fourth quarter of 2014.  The NatPro IPS goodwill was reduced to zero with the impairment, and the remaining goodwill for the B27 Service Centers and B27 IPS reporting units is $73 million.

DXP will include the applicable disclosures described in this section of this letter in our  prospective filings.  In addition, we will provide disclosure in our Form 10-Q for the quarter ended June 30, 2015, that the five reporting units with aggregate goodwill of $180.3 million have fair values that are substantially in excess of the carrying values as well as other relevant disclosures with regard to reporting units where fair values are not substantially in excess of carrying values.

2.

Please expand your disclosures to provide a more detailed explanation of the specific events and known trends and uncertainties that affected the estimated fair value of the B27 IPS, B27 Service Centers and NatPro IPS reporting units and resulted in a $116,569 goodwill impairment charge. Disclose the specific adverse business, competitive and economic factors that led to the significant decline in the reporting unit’s fair value and, in light of the long-term view of impairment testing, provide an explanation as to why you determined that you will not be able to overcome these adverse factors. With regard to your B27 reporting units and in light of your recent January 2014 acquisition of B27, explain why the assumed future economic benefits including expected synergies resulting from this acquisition did not fully materialize.

Response:

B27 IPS and B27 Service Centers

DXP acquired B27 on January 1, 2014. At the time of acquisition, B27 management forecasted 2014 revenues to increase significantly over 2013 revenues based on their expectation of receiving several large orders from oil companies in South America. During the first half of 2014, the oil companies delayed the issuance of the expected purchase orders. However, oil prices increased during the period, which had previously supported the probability the projects would be funded. During the third and fourth quarters of 2014 oil prices declined and it appeared the projects related to the expected orders were being deferred indefinitely. The indefinite delay in the pending large oil and gas production related projects in South America combined with the effect of the decline in oil prices in the latter part of 2014 reduced the expected fair value of the B27 reporting units. Considering the actual results of the B27 reporting units for the nine months ended September 30, 2014 and the decline in oil prices, DXP did not believe it was reasonable to expect B27 to be able to achieve the future operating results forecasted at the time of acquisition.

NatPro IPS

During 2014 DXP was working to achieve profitability in the NatPro IPS reporting unit. The decline in oil prices during the latter part  of 2014 significantly lowered the forecasts for oil and gas activity in Canada because Canada is a high cost oil producer. This decline in forecasted oil and gas activity delayed the expected achievement of profitability for the NatPro IPS reporting unit. Considering the actual results of the NatPro IPS reporting unit for the nine months ended September 30, 2014 and the decline in oil prices, DXP did not believe it was reasonable to expect the NatPro IPS reporting unit to achieve the improved operating results in the time frame forecasted at the date of acquisition.

We note that Item 7 does disclose the industry conditions, including the decline in oil prices in the latter part of 2014 and how that impacts the Company.  In addition, the reasons for the decline in projections is disclosed in Note 8, which is referenced within MD&A.  DXP will ensure more detailed explanations of the applicable disclosures described in this section of this letter are provided in prospective filings.

Financial Statements, page 38

Note 17 – Segment and Geographical Reporting, page 64

3.

Please tell us how you considered the guidance in Rule 5-03(b)(1) of Regulation S-X for separately reporting service revenue and product revenue. In this regard, we note services are sold within your Service Center segment as well as tangible products. If you believe your total service revenue was less than 10% of your total consolidated revenue, provide us with a detailed analysis supporting your conclusion.

Response:

Service revenues for 2014 and preceding years were less than 10% of total consolidated revenues. In future filings, if revenues from services equal or exceed 10% of total revenues, DXP will show revenue from services separately as required by Item 5-03 of Regulation S-X. A detailed analysis of 2014 service revenues follows (in thousands):

Year Ended

December 31, 2014

Safety Service Revenues

$       95,704

Pump Service Revenues

         13,083

Total Service Revenues

$     108,787

Total Revenues

$  1,500,000

Service as % of Total

7.25%

4.

Please disclose your revenues for each group of similar products. In this regard, we note that you identify five key product categories that support your three product segments.

Response:

The Company respectfully acknowledges the Staff’s comment regarding FASB guidance issued under ASC 280- 10-50-40. The Company will include external sales by product group in the footnotes for all respective periods covered in the financial statements, in a manner consistent with the product groups identified in Item 1 of our Form 10-K, on a prospective basis, commencing with our Form 10-K filing for the fiscal year ended December 31, 2015.

We acknowledge the following:

·

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

·

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

·

The Company many 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.

By:  /s/  Mac McConnell

                               Mac McConnell

                       Senior Vice President and Chief Financial Officer

June 1 1, 2015

Via Facsimile
Mac McConnell
Senior Vice President
DXP Enterprises, Inc.
7272 Pinemont
Houston, Texas 77040

Re: DXP Enterprises, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2014
Filed March 16, 2015
File No. 0 -21513

Dear Mr. McConnell :

We have reviewed your filing  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 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 circumstan ces or do not
believe an amendment is appropriate, please tell us why in your response.

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

Form 10 -K for Fiscal Year Ended December 31, 2014

Impairment of Goodwill and Other Indefinite Intangible Assets, page 35

1. We no te that you recorded a $116,569 goodwill impairment charge during the fourth
quarter of 2014.  Please expand your disclosure to identify your reporting units that have
goodwill and indicate, if true, that the fair values of these reporting units are substa ntially
in excess of their carrying values .  Identify for us any reporting units with a fair value not
substantially in excess of their carrying value and quantify the related goodwill associat ed
with these reporting units.

For any reporting unit with a  fair value not substantially in excess of their carrying value,
please provide investors with additional information regarding the risk associated with
the reporting unit, including the following information necessary to assess the probability
of a futur e material impairment charge :

Mac McConnell
DXP Enterprises, Inc.
June 1 1, 2015
Page 2

 The percentage by which fair value exceeded carrying value as of the date of the most
recent test;
 The amount of goodwill allocated to the reporting unit;
 A desc ription of the key assumptions used and how the key assumptions were
determined;
 A discussion of the degree of uncertainty associated with the key assumptions. The
discussion regarding uncertainty should provide specif ics to the extent possible; and
 A description of potential events and/or changes in circumstances that could reasonably
be expected to negatively affect the key assumptions
Refer to Item 303(a)(3)(ii) of Regulation S -K and Section V of Interpretive Release No.
33-8350.

2. Please expand your disclosures to provide a more detailed explanation of the specific
events and known trends and uncertainties that affected the estimated fair value of the
B27 IPS, B27 Service Centers and NatPro IPS reporting units and resulted in a $116 ,569
goodwill impairment charge.   Disclose the specific adverse business, competitive and
economic factors that led to the significant decline in the reporting unit’s fair value and,
in light of the long -term view of impairment testing, provide an explanat ion as to why
you determined that you will not be able to overcome these adverse factors.   With regard
to your B27 reporting units and in light of your recent January 2104 acquisition of B27,
explain why the assumed future economic benefits including expected synergies resulting
from this acquisition did not fully materialize . Refer to Item 303 of Regulation S -K, SAB
Topic 5:P.4, and Sections 216, 501.02 and 501.12.b.3, 501.12.b.4, and 501.14 of the
Financial Reporting Codification for guidance.

Finan cial Statements, page 38

Note 17 - Segment and Geographical Reporting, page 64

3. Please tell us how you considered the guidance in Rule 5 -03(b)(1) of Regulation S -X for
separately reporting service revenue and product revenue. In this regard, we note servic es
are sold within your Service Centers segment as well as tangible products.  If you believe
your total service revenue was less than 10% of your total consolidated revenue, provide
us with a detailed analysis supporting your conclusion.

4. Please disclose y our revenues for each group of similar products.  In this regard, we note
that you identify five key product categories that support your three business segments.
Refer to ASC Topic 250 -10-50-40.

We urge all persons who are responsible for the accuracy a nd 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 Exchange Act rules require. Since the company and its management are

Mac McConnell
DXP Enterprises, Inc.
June 1 1, 2015
Page 3

 in possession of all facts relati ng to a company’s disclosure, they are responsible for the accuracy
and adequacy of the 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 Tracie Mariner , Staff Accountant , at (202) 551 -3744 , or Jeanne Baker,
Assistant Chief Accountant, at (202) 551 -3691  if you have questions regarding comments on the
financial s tatements and related matters. You may contact  me at (2 02) 551 -3355  with any other
questions.

Sincerely,

 /s/ Terence O ’Brien

 Terence O’Brien
Branch Chief

June 30, 2014

Via Facsimile
Mac McConnell
Chief Financial Officer
DXP Enterprises, Inc.
7272 Pinemont
Houston, Texas 77040

Re: DXP Enterprises, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2013
Filed March 11, 2014
Definitive Proxy Statement on Schedule 14A
Filed April 30, 2014
File No. 0 -21513

Dear Mr. McConnell :

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 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/ Terence O ’Brien

Terence O’Brien
Branch Chief

CORRESP
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    dxpe_corresp-062414.htm

June 24, 2014

Mr. Terence O’Brien

Branch Chief

Division of Corporate Finance

United States Securities and Exchange Commission

Washington, DC  20549-7010

RE:           DXP Enterprises, Inc.

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

Filed March 11, 2014

Definitive Proxy Statement on Schedule 14A

Filed April 30, 2014

Form 10-Q for Fiscal Quarter Ended March 31, 2014

Filed May 12, 2014

Dear Mr. O’Brien:

I have reviewed the comments contained in your letter to me dated June 10, 2014.  My responses are keyed to your comments.

DXP Enterprises, Inc. (“DXP”) acknowledges that:

·

DXP is responsible for the adequacy and accuracy of the disclosure in our 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

·

DXP may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal security laws of the United States.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2013

Business, page 3

1.           In future filings, DXP will disclose the dollar amount of backlog orders we believe to be firm, as of a recent date and as of a comparable date in the preceding fiscal year, together with an indication of the portion thereof not reasonably expected to be filled within the current fiscal year, and seasonal or other material aspects of the backlog.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 16

Results of Operations, page 17

2.           In future Exchange Act filings, DXP will enhance our discussion of the changes in various line items period-over-period for each of our segments.  DXP will ensure that our analysis provides a discussion of the reasons for the changes in line items and quantify the incremental impact of such reasons, as practicable.  DXP will also discuss whether we believe such factors are the result of a trend and, if so, whether we expect it to continue and how it may impact revenues, income from continuing operations, our planned acquisitions and our available liquidity.

Form 10-Q for Fiscal Quarter Ended March 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 14

Results of Operations, page 14

3.           In future filings, DXP will ensure that our Management’s Discussion and Analysis includes a discussion of the known trends and uncertainties that have had or that we reasonably expect to have a material impact on net sales or revenues or income from continuing operations.

Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 11

Incentive Cash Bonuses, page 12

4.    In future filings, DXP will show how we calculated the incentive cash bonuses for each of our named executive officers based on our financial performance for that year.  DXP will also disclose how we determine the maximum bonus amount for each of our named executive officers.  Following is an example of disclosure regarding incentive cash bonuses which will be included in future filings:

Incentive Cash Bonuses

Each of our Named Executives is eligible to receive an incentive cash bonus.

Under the terms of the employment agreement with our Chief Executive Officer, he is entitled to receive a bonus of 5% of our profit before income tax, which is determined and paid on a quarterly basis, subject to an annual cap determined by the Compensation Committee. The Compensation Committee can decide to pay all or a portion of this bonus in the form of restricted stock.  The determination of whether the bonus is to be paid in cash or shares of restricted stock is to be made prior to the date on which the amount of the bonus is determined.

If shares of restricted stock will be issued, the number of shares is determined by dividing the portion of the bonus to be paid in restricted stock by the closing price of a share of our Common Stock on the last day of the month for which the bonus was earned, rounded up to the nearest whole share. For 2011, 2012, and 2013 all incentive cash bonuses were paid in cash. For 2013, the maximum incentive bonus for Mr. Little was $1,200,000.  For 2013, our profit before income tax was $94,717,000, so Mr. Little’s bonus would have been $4,735,850 if not for the cap.

At the beginning of each year, our Chief Executive Officer makes a recommendation to the Compensation Committee, which the Committee reviews and approves, regarding whether our other Named Executives will receive an incentive cash bonus and, if so, how the incentive cash bonus will be calculated. The Compensation Committee specifies the maximum bonus for each Named Executive. Each incentive cash bonus is calculated by multiplying our profit before income tax by two percentages. Profit before income tax, up to a maintenance amount (which is determined by our Compensation Committee on an annual basis), is multiplied by a percentage referred to as the Maintenance Incentive Factor. Profit before income tax above the maintenance amount is multiplied by a higher percentage referred to as the Growth Incentive Factor.

The two percentages are determined from a grid (which is determined by our Compensation Committee on an annual basis) based upon the percentage determined by dividing profit before income tax by sales for the period. The grid for 2013 is as follows:

Income Before Taxes

as a Percentage of Sales

Equal to or Greater Than

Maintenance

Incentive

Factor

Growth

Incentive

Factor

0.0%

0.00%

0.00%

3.0%

0.12%

0.52%

3.5%

0.14%

0.61%

4.0%

0.16%

0.69%

4.5%

0.18%

0.78%

5.0%

0.20%

0.87%

5.5%

0.22%

0.95%

6.0%

0.24%

1.04%

6.5%

0.26%

1.13%

7.0%

0.28%

1.21%

7.5%

0.30%

1.30%

8.0%

0.32%

1.39%

8.5%

0.34%

1.47%

9.0%

0.36%

1.56%

9.5%

0.38%

1.65%

The maintenance amount for 2013 was $85,009,000. For 2013, the maximum incentive cash bonus under the plan for our named executives participating in the plan ranged from $340,000 to $360,000. The incentive cash bonuses were determined and paid quarterly. Bonuses for the named executives are calculated below and included in “Summary Compensation Table” under the heading “Non-Equity Incentive Plan Compensation”.

The following table summarizes the calculation of the named executives Non-Equity Incentive Plan Compensation (in thousands, except percentages):

Name

2013 Maintenance Amount

(a)

EBT

over

Maintenance Amount

(b)

Maintenance

Incentive

Factor

(c)

Growth Incentive

Factor

(d)

(a) x (c)

Maintenance Bonus

(e)

(b) x (d)

Growth Bonus

 (f)

(e) + (f)

Total Bonus

Before

Cap

Maximum

Bonus

 Cap

Mac McConnell

$85,009

$9,708

0.30%

1.30%

$255

$126

$381

$340

David Vinson

$85,009

$9,708

0.30%

1.30%

$255

$126

$381

$360

Kent Yee

$85,009

$9,708

0.30%

1.30%

$255

$126

$381

$360

Gary Messersmith

$85,009

$9,708

0.30%

1.30%

$255

$126

$381

$350

Earnings Before Taxes (EBT) for 2013 was $94,717,000. EBT was 7.6% of 2013 sales.

Equity-Based Compensation, page 13

5.           In future filings, DXP will include a discussion of all equity-based awards made during the most recent fiscal year, such as the stock award received by Mr. Messersmith in 2013.

Please contact me at 713-996-4897 if you have any questions regarding this letter or to confirm that the staff will have no further comments of our filing.  My fax number is 713-996-6570.

Sincerely,

/s/Mac McConnell

Mac McConnell

Senior Vice President and Chief Financial Officer

June 10, 2014

Via Facsimile
Mac McConnell
Chief Financial Officer
DXP Enterprises, Inc.
7272 Pinemont
Houston, Texas 77040

Re: DXP Enterprises, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2013
Filed March 11, 2014
Definitive Proxy Statement on Schedule 14A
Filed April 30, 2014
Form 10 -Q for Fiscal Quarter Ended March 31, 2014
Filed May 12, 2014
File No. 0 -21513

Dear Mr. McConnell :

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

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

Business, page 3

1. In future filings, please disclose the dollar amount of bac klog orders believed to be firm,
as of a recent date and as of a comparable date in the preceding fiscal year, together with
an indication of the portion thereof not reasonably expected to be filled within the current
fiscal year, and seasonal or other mat erial aspects of the backlog.  See Item 101(c)(viii) of
Regulation S -K.

Mac McConnell
DXP Enterprises, Inc.
June 10, 2014
Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
16

Results of Operations, page 17

2. In future Exchange Act filings, please enhance your discussion of the changes in various
line items period -over-period for each of your segments.  Please ensure that your analysis
provides a discussion of the reasons for the changes in line items and quant ifies the
incremental impact of such reasons, as practicable.  For example, in the discussion of
your Services Center Segment on page 17, you note that organic sales decreased as a
result of decreased sales to manufacturers of oil field equipment, but you do not quantify
the impact or explain the reason for the decrease.  Further, you state that gross profit
increased “primarily due to changes in product mix,” but you do not explain how product
mix changed or the reasons for such change. These are just exam ples.  Please also discuss
whether you believe these factors are the result of a trend and, if so, whether you expect it
to continue and how it may impact revenues, income from continuing operations, your
planned acquisitions and your available liquidity.  See Item 303 of Regulation S -K and
SEC Release No. 33 -8350.

Form 10 -Q for Fiscal  Quarter Ended March 31, 2014

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
14

Results of Operations, page 14

3. In future fil ings, please ensure that your Management’s Discussion and Analysis includes
a discussion of the known trends and uncertainties that have had or that you reasonably
expect to have a material impact on net sales or revenues or income from continuing
operatio ns.  For example, we note that in your earnings call for the first quarter of 2014,
you discuss the unfavorable impact of both the Natpro and B27 acquisitions on first
quarter 2014 results and future results, however you do not discuss these acquisitions i n
the Form 10 -Q.  This is just one example.  Please revise your disclosure accordingly in
future Exchange Act reports.

Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 11

Incentive Cash Bonuses, page 12

4. In future filings, pl ease include an illustrative example showing how you calculated the
incentive cash bonuses for each of your named executive officers based on your financial
performance for that year.

Mac McConnell
DXP Enterprises, Inc.
June 10, 2014
Page 3

 Please also disclose how you determine the maximum bonus amount for ea ch of your
named executive officers.  Please show us supplementally what your disclosure will look
like.

Equity -Based Compensation, page 13

5. We note that Mr. Messersmith received a stock award of $2,944,200 in 2013, but this
award is not discussed in the Compensation Discussion and Analysis.  In future filings,
please include a discussion of all equity -based awards made during the most recent fiscal
year.

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 Exchange Act rules require.   Since the compa ny 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 responding to our comments, please provide  a written statement from the co mpany
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 Tracie Towner , Staff Accountant , at (202) 551 -3744, or Tracey Smith,
Staff Accountant, at (202) 551 -3736  if you have questions regarding comments on the financial
statements and related matters. You may contact  Asia Timmons -Pierce , Staff Attorney , at (202)
551-3754 , Erin Jaskot , Staff Attorney,  at (202) 551 -3442 , or me at (2 02) 551 -3355  with any
other questions.

Sincerely,

 /s/ Terence O ’Brien

 Terence O’Brien
Branch Chief

April  17, 2014

Via E -mail
Mr. Mac McConnell
Senior Vice President/Finance and Chief Financial Officer
DXP Enterprises, Inc.
7272 Pinemont
Houston, TX   77040

RE: DXP Enterprises, Inc.
Item 4.01 Form 8 -K
Filed April 4, 2014
File No. 0-21513

Dear Mr. McConnell :

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 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/ Jeffrey Gordon

 Jeffrey Gordon
Staff Accountant

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April 17, 2014

Mr. Jeffrey Gordon

Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, DC 20549-7010

RE:           DXP Enterprises, Inc.

Item 4.01 Form 8-K – Filed April 4, 2014

File No. 0-21513

Dear Mr. Gordon:

I have reviewed the comments contained in your letter to me dated April 8, 2014.  On April 16, 2014 DXP filed a Form 8-K/A which I believe addresses your comments.

DXP Enterprises, Inc. (“DXP”) acknowledges that:

·

DXP is responsible for the adequacy and accuracy of the disclosure in our 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

·

DXP may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal security laws of the United States.

Please contact me at 713-996-4897 if you have any questions regarding this letter or to confirm that the staff will have no further comments on our filing.

Sincerely,

/s/Mac McConnell

Mac McConnell

Senior Vice President & CFO

April 8, 2014

Via Facsimile
Mr. Mac McConnell
Senior Vice President/Finance and Chief Financial Officer
DXP Enterprises, Inc.
7272 Pinemont
Houston, TX   77040

RE: DXP Enterprises, Inc.
Item 4.01 Form 8 -K
Filed April 4, 2014
File No. 0-21513

Dear Mr. McConnell :

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 r espond to this letter within five  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 circumsta nces or do not
believe an amendment is appropriate, please tell us why in your response.

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

1. You curre ntly disclose that there were no disagreements or reportable events during the two
years ended December 31, 2013 and the subsequent interim period through March 11, 2014.
The disclosure should state whether during the registrant's two most recent fiscal y ears and
any subsequent interim period through the date of dismissal there were any reportable events
or disagreements with the former accountant on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of the former accountant, would have
caused it to make reference to the subject matter of the disagreement(s) in connection with its
reports.  Since the dismissal of your former accou ntant occurred on April 4, 2014, please
amend your Form 8 -K to revise your disclosure to cover the two years ended December 31,
2013 and the interim period ended April 4, 2014.  Refer to Item 304(a)(1)(iv) and (v) of
Regulation S -K.

2. You currently disclose  that during your two most recent fiscal years  and in the subsequent
interim period prior to March 11, 2014 , you did not consult with your new accountant.

Mr. Mac McConnell
DXP Enterprises, Inc.
April 8 , 2014
Page 2

 Please amend your Form 8 -K to state, if true, that you did not consult with your new
accountant duri ng the two years ended December 31, 2013  and through April 4, 2014 , the
date of engagement of your new accountant.  Refer to Item 304(a)(2) of Regulation S -K.

3. To the extent that you make changes to the Form 8 -K to comply with our comments, please
obtain a nd file an updated Exhibit 16 letter from the former accountants stating whether the
accountant agrees with the statements made in your amended Form 8 -K.

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 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 the 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 me at (202) 551 -3866 with any questions.

 Sincerely,

        /s/ Jeffrey Gordon

 Jeffrey Gordon
 Staff Accountant

October 5, 2011
 Via E-mail

Mr. Mac McConnell
Chief Financial Officer DXP Enterprises, Inc. 7272 Pinemont Houston, Texas 77040
 RE: DXP Enterprises, Inc.
Form 10-K for the Year Ended December 31, 2010
Filed March 16, 2011 Form 10-Q for the Period Ended June 30, 2011 Filed July 27, 2011 File No. 0-21513

Dear Mr. McConnell:

We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
  /s/ John Hartz
John Hartz
       S e n i o r  A s s i s t a n t
Chief Accountant

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September 28, 2011

Mr. Ernest Greene

Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, DC 20549-7010

RE:           DXP Enterprises, Inc.

Form 10-K for Fiscal Year Ended December 31, 2010 - Filed March 16, 2011

Form 10-Q for the period ended June 30, 2011 - Filed July 27, 2011

File No. 0-21513

Dear Mr. Greene:

I have reviewed the comments contained in your letter to me dated August 31, 2011.  My responses are keyed to your comments.

DXP Enterprises, Inc. (“DXP”) acknowledges that:

·

DXP is responsible for the adequacy and accuracy of the disclosure in our 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

·

DXP may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal security laws of the United States.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2010

Legal Proceedings, page 13

1.           DXP believes the possibility of DXP incurring a material loss related to the BP America Production Company litigation is remote.  There has been very little activity in this lawsuit during the past seven years.  DXP has had no communication from the plaintiff regarding this lawsuit in more than a year.  While these facts would negate the need to include it as part of our disclosures, DXP believed disclosure of this lawsuit in our December 31, 2010 Form 10-K was appropriate because of the amount of damages the plaintiffs were seeking.  We will continue to monitor the progression of this lawsuit, our ability to
estimate the possible range of loss, if any, related to it and its materiality.  If the facts dictate that we expect it to result in a material loss in future periods we will update our disclosure in future filings as appropriate. Until then, in future filing, DXP will revise the last sentence of the disclosure regarding the BP America Production Company litigation to say, "DXP currently believes the claim is without merit and the possibility of the claim having a material adverse effect on our business, financial condition, cash flows or results of operations is remote."

2.           In future filings, DXP will revise our disclosure to say, "From time to time, the Company is a party to various legal proceedings arising in the ordinary course of its business.  The company believes that the outcome of any of these various proceedings will not have a material adverse effect on our business, financial condition, cash flows or results of operations."

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 16.

3.           In future filings, DXP will provide a more formal analysis by each individual reportable segment.

Discussion of Critical Accounting Policies, page 25

Revenue Recognition, page 25

4.           In future filings, DXP will quantify the amounts recognized under the percentage of completion method, discuss how and when any losses or contracts will be recorded, and the typical time-span of a contract.

Following are the example disclosures regarding the percentage of completion method which will be included in future filings:

For binding agreements to fabricate tangible assets to customer specifications, the Company recognizes revenues using the percentage of completion method.  Under this method, revenues are recognized as costs are incurred and include estimated profits calculated on the basis of the relationship between costs incurred and total estimated costs at completion.  If at any time expected costs exceed the value of the contract, the loss is recognized immediately.  Approximately $6.5 million of revenues were recognized on contracts in process as of December 31, 2010.  The typical time span of these contracts is approximately one to two years.

Impairment of Long-Lived Assets and Goodwill, page 26

5.           In future filings, DXP will specifically disclose whether or not the fair value of our reporting units substantially exceeds the carrying value of our reporting units.

6.           In future filings, DXP will provide additional disclosures regarding impairment of long-lived assets.

Following are example disclosures regarding impairment of long-lived assets which will be included in future filings:

Long-lived assets, including property, plant and equipment and amortizable intangible assets comprise a significant portion of our total assets.  We evaluate the carrying value of long-lived assets when impairment indicators are present or when circumstances indicate that impairment may exist under authoritative guidance. When events or changes in circumstances indicate that a long-lived assets carrying amount may not be recoverable, a long-lived asset or assets shall be grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.  Depending on the circumstances, this could be at a
reporting unit or segment level.

The following are examples of events or changes in circumstances that might suggest an asset or asset group should be tested for impairment:

a.           A significant decrease in the market price of a long-lived asset  (asset group)

b.

A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition

c.

A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator

d.

A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group)

e.

A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.

Estimates of future cash flows are generally used to test the recoverability of a long-lived asset (asset group), unless market information is available that would more clearly indicate the fair value of an asset or asset group.  To the extent estimates of future cash flows are utilized, only the future cash flows (cash inflows less associated cash outflows) that are directly associated with and that are expected to arise as a direct result of the use and eventual disposition of the asset (asset group) are utilized.  Those estimates shall exclude interest charges that will be recognized as an expense when incurred.

These impairment tests are heavily influenced by assumptions and estimates that are subject to change as additional information becomes available.  We concluded DXP did not have an impairment of long-lived assets during 2010.

Consolidated Statements of Income, page 33

7.           Service revenues for 2010 and preceding years were less than 10% of total sales and less than 10% of each segment's sales.  In future filings, if revenues from services equal or exceed 10% of total revenues, DXP will show revenues from services separately as required by Item 5-03 of Regulation S-X.

Please contact me at 713-996-4897 if you have any questions regarding this letter or to confirm that the staff will have no further comments of our filing.

Sincerely,

/s/ Mac McConnell

Mac McConnell

Senior Vice President & CFO

MM:sb

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September 19, 2011

Mr. Ernest Greene

Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, DC 20549-7010

RE:          DXP Enterprises, Inc.

Form 10-K for Fiscal Year Ended December 31, 2010 - Filed March 16, 2011

Form 10-Q for the period ended June 30, 2011 - Filed July 27, 2011

File No. 0-21513

Dear Mr. Greene:

I have reviewed the comments contained in your letter to me dated August 31, 2011.  DXP plans to respond to your letter on, or before, September 28, 2011.

Sincerely,

/s/ Mac McConnell

Mac McConnell

Senior Vice President & CFO

MM:sb

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

       DIVISION OF
CORPORATION FINANCE

                                                               August 31, 2011
 Via E-mail

Mr. Mac McConnell
Chief Financial Officer DXP Enterprises, Inc. 7272 Pinemont Houston, Texas 77040
 RE: DXP Enterprises, Inc.
Form 10-K for the Year Ended December 31, 2010
Filed March 16, 2011 Form 10-Q for the Period Ended June 30, 2011 Filed July 27, 2011 File No. 0-21513

Dear Mr. McConnell:

We have reviewed your filings 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 te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us why in your response.
   After reviewing the information you provide  in response to these comments, we may
have additional comments.  Form 10-K for the Year Ended December 31, 2010

 Legal Proceedings, page 13

   1. Notwithstanding the merits of the case, tell us  whether it is reasonabl y possible that you may
incur a material loss related to the BP America Production Company litigation.  If not,
provide us more information a bout this litigation so that we  can better understand why a
material loss is not reasonably possible.

If a material loss is reasonably possible, please revise future filings to  include all appropriate
disclosures in compliance with ASC 450, in the footnotes to your audited financial
statements.

Mr. Mac McConnell
DXP Enterprises, Inc. August 31, 2011 Page 2
 2. You indicate that you are a party to various legal proceedings ar ising in the ordinary course
of your business and do not believe that the outc ome of any of these va rious proceedings will
not have a material adverse effect on your business, financial condition or results of
operations.  Please revise your di sclosure to indicate that you do not believe that the outcome
of any of these various proceedings will have a material adverse effect on your cash flows as
well.
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
16
 3. In future filings, please consider including a more formal analysis by each individual
reportable segment.
 Discussion of Critical Accounting Policies, page 25

Revenue Recognition, page 25
 4. In future filings, please address the percentage of completion method in more detail.  Please
quantify the amounts recognized under this method, discuss how  and when you record losses
on contracts, and the typical time-span of a contract.

Impairment of Long-Lived Assets and Goodwill, page 26

5. You indicate that if you increased your disc ount rates by 10%, or decreased your expected
growth rates by 10% when estimating the fair values of your reporting units, there would not
have been any impairment in 2010.  In future filings, please specifically  disclose whether or
not the fair value of your reporting units s ubstantially exceeds the carrying value of your
reporting units.
6. On page 27, we note your disclosures regardi ng impairment of long-lived assets.  In the
interest of providing readers w ith a better insight into management’s judgments in accounting
for long-lived assets, including property and eq uipment, please disclose the following in
future filings:
 How you group long-lived assets for impairment and your basis for that determination;
 Please disclose how you determine when prope rty, plant and equipment should be tested
for impairment and how frequently you evalua te the types of events and circumstances
that may indicate impairment;
 Sufficient information to enable a read er to understand what method you apply in
estimating the fair value of your long-lived assets; and
 For any asset groups for which the carrying va lue was close to the fair value, please
disclose the carrying value of the asset groups.

Mr. Mac McConnell
DXP Enterprises, Inc. August 31, 2011 Page 3
 Consolidated Statements of Income, page 33

7. In future filings please show revenues from se rvices separately as required by Item5-03 of
Regulation S-X.  In this regard we note that  you provide both products and services in each
of your reportable segments.
   We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy an d accuracy of the disclo sure 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 Ernest Greene,  Staff Accountant at (202) 551-3733 or me at (202) 551-
3689 if you have questions re garding these comments.

  Sincerely,           /s/ John Hartz          John Hartz
       S e n i o r  A s s i s t a n t
Chief Accountant

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    THE INDUSTRIAL DISTRIBUTION EXPERTS

September 28, 2010

    Re:

    DXP Enterprises, Inc.

Registration Statement on Form S-3

Registration No. 333-166582

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 7010

Washington, DC 20549

    Attention:

    Pamela A. Long, Assistant Director

Era Anagnosti, Staff Attorney

Ladies and Gentlemen:

     The undersigned hereby requests that the effectiveness of its Registration Statement on Form S-3
(Registration No. 333-166582) be accelerated so that such Registration Statement will become
effective at 4:00 p.m., EDT, on September 30, 2010, or as soon thereafter as practicable.

     The undersigned acknowledges to the Securities and Exchange Commission (the
“Commission”) that:

     (a) should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing;

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

     (c) the undersigned may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

     Please notify Laura J. McMahon of Fulbright & Jaworski L.L.P., counsel to DXP
Enterprises, Inc., at (713) 651-5658 upon effectiveness of the Registration Statement
or if you have any questions regarding this request.

    Very truly yours,

DXP ENTERPRISES, INC.

    By:

/s/ Mac McConnell

    Mac McConnell

    Senior Vice President/Finance
&
Chief Financial Officer

INNOVATIVE PUMPING SOLUTIONS   •   PRECISION SUPPLY CHAIN SERVICES   •   MROP SERVICE CENTERS

7272 Pinemont   •   Houston, TX 77040

Phone 713-996-4700   •   Fax 713-996-6570   •   Toll Free 800-830-3973

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    THE INDUSTRIAL DISTRIBUTION EXPERTS

September 28, 2010

    Re:

    DXP Enterprises, Inc.

Registration Statement on Form S-3

Registration No. 333-166582

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 7010

Washington, DC 20549

    Attention:

    Pamela A. Long, Assistant Director

Era Anagnosti, Staff Attorney

Ladies and Gentlemen:

     The undersigned hereby requests that the effectiveness of its Registration Statement on Form S-3
(Registration No. 333-166582) be accelerated so that such Registration Statement will become
effective at 4:00 p.m., EDT, on September 30, 2010, or as soon thereafter as practicable.

    Very truly yours,

DXP ENTERPRISES, INC.

    By:

/s/ Mac McConnell

    Mac McConnell

    Senior Vice President/Finance
&
Chief Financial Officer

INNOVATIVE PUMPING SOLUTIONS   •   PRECISION SUPPLY CHAIN SERVICES   •   MROP SERVICE CENTERS

7272 Pinemont   •   Houston, TX 77040

Phone 713-996-4700   •   Fax 713-996-6570   •   Toll Free 800-830-3973

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

       DIVISION OF
CORPORATION FINANCE

July 29, 2010

Via U.S. Mail

Mac McConnell Senior Vice President and Chief Financial Officer DXP Enterprises, Inc. 7272 Pinemont Drive Houston TX 77040
Re: DXP Enterprises, Inc.
Amendment No.1 to Registration Statement on Form S-3
Filed: July 21, 2010
File No. 333-166582

Dear Mr. McConnell:
We have limited our review of your registra tion statement to those issues we have
addressed in our 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 by amendi ng your registration statement and providing
the requested information.  Where you do not believe our comments apply to your facts
and circumstances or do not believe an amen dment is appropriate, please tell us why in
your response.
 After reviewing any amendment to your re gistration statement and the information
you provide in response to these comments,  we may have additional comments.

Exhibit 5.1 – Opinion of Fulbright & Jaworski L.L.P.

1. We note your response to comment six in  our letter dated June 1, 2010.  Please
remove the assumption set forth in paragraph (a )(iv), as it is inappropriate.  In this
regard, we note that you have limited the ju risdiction of your opinion as set forth in
the penultimate paragraph of the opinion.

2. We note your response to comment seven in our letter dated June 1, 2010.  Please
remove the assumptions set forth in paragra ph (b) and (c), as they  are inappropriate.
In this regard, we note that we disagr ee with your generalization of the Staff’s
position.  We also note that these assumpti ons are broader than as described in your
response.

Mac McConnell
DXP Enterprises, Inc. July 29, 2010
Page 2

You may contact Era Anagnosti, Staff A ttorney, at (202) 551-3369 or Andrew
Schoeffler, Senior Staff Attorney, at  (202) 551-3748 with any questions.
        S i n c e r e l y ,           Pamela A. Long       A s s i s t a n t  D i r e c t o r
cc: Laura J. McMahon, Esq. (Via Facsimile @ (713) 651-5246)
Fulbright & Jaworski L.L.P. 1301 McKinney, Suite 5100 Houston, TX 77010

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Table of Contents

Fulbright
& Jaworski L.L.P.

A Registered Limited Liability Partnership

1301 McKinney, Suite 5100

Houston, Texas 77010-3095

www.fulbright.com

    Telephone:     (713) 651-5151

    Facsimile:     (713) 651-5246

July 22, 2010

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 7010

Washington, DC 20549

    Attention:

    Pamela A. Long, Assistant Director

Era Anagnosti, Staff Attorney

Via EDGAR

    Re:

    DXP Enterprises, Inc. (“DXP”)

Registration Statement on Form S-3

Filed on May 6, 2010

File No. 333-166582

Dear Ladies and Gentlemen:

     Per your request, please find attached a marked version of the Amendment No. 1 to Form S-3,
filed on July 21, 2010 by DXP, which reflects the changes made to the Form S-3, filed on May 6,
2010 by DXP, in response to comments from the staff received by DXP on June 1, 2010.

     If any member of the staff has questions regarding the foregoing, please contact Laura J.
McMahon (713/651-5658) of this firm.

    Very truly yours,

/s/ Fulbright & Jaworski L.L.P.

Fulbright & Jaworski L.L.P.

    cc:

    Mac McConnell

Table of Contents

As filed with the
Securities and Exchange Commission on July 21, 2010.

Registration No. 333-166582

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

Form S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

DXP Enterprises, Inc.

(Exact name of Registrant as specified in its charter)

    Texas

(State or other jurisdiction of

incorporation or organization)

    76-0509661

(I.R.S. Employer

Identification No.)

7272 Pinemont Drive

Houston, Texas 77040

(713) 996-4700

(Address, Including Zip Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

Mac McConnell

Senior Vice President and Chief Financial Officer

7272 Pinemont Drive

Houston, Texas 77040

(713) 996-4700

(Name, Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

Copy to:

Fulbright & Jaworski L.L.P.

1301 McKinney, Suite 5100

Houston, Texas 77010

(713) 651-5151

Attention: Laura J. McMahon

     Approximate date of commencement of proposed sale to the public: From time to time after the
effective date of this registration statement.

     If the only securities being registered on this form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box. o

     If any of the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box. þ

     If this form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. o

     If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o

     If this form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. o

     If this form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. Check one.

Large accelerated Filer o
Accelerated filer þ
Non-accelerated filer o
(Do not check if a smaller reporting company)
Smaller Reporting Company o

CALCULATION OF REGISTRATION FEE

    Proposed Maximum

    Proposed Maximum

    Amount of

    Title of Each Class of

    Amount to be

    Offering Price

    Aggregate

    Registration

    Securities to be Registered

    Registered(1)(2)

    Per Unit(2)

    Offering Price(2)(3)

    Fee(4)(5)

                    Senior Debt Securities

    Subordinated Debt Securities

    Common Stock, par value $.01 per share

    Preferred Stock, par value $1.00 per share

    Warrants

    Total

    $
    75,000,000

    $
    5,348

    (1)

    There are being registered hereunder such indeterminate number of shares of common stock
and preferred stock, such indeterminate number of warrants, such indeterminate principal
amount of senior debt securities and such indeterminate principal amount of subordinated
debt securities as shall have an aggregate initial offering price not to exceed $75,000,000.
If any senior debt securities or subordinated debt securities are issued at an original
issue discount, then the offering price of such debt securities shall be in such greater
principal amount as shall result in an aggregate initial offering price not to exceed
$75,000,000, less the dollar amount of any securities previously issued hereunder. The
securities registered also include such indeterminate number of shares of common stock and
preferred stock and amount of senior debt securities or subordinated debt securities as may
be issued upon conversion of or exchange for preferred stock or debt securities that provide
for conversion or exchange, upon exercise of warrants or pursuant to the antidilution
provisions of any such securities.

    (2)

    Omitted pursuant to General Instruction II.D of Form S-3 under the Securities Act of
1933, as amended.

    (3)

    Estimated solely for the purpose of determining the registration fee. The aggregate
public offering price of all securities registered hereby will not exceed $75,000,000.

    (4)

    Estimated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, based on
the proposed maximum aggregate offering price.

    (5)

    Previously paid.

     The Registrant hereby amends this registration statement on such date or dates as may be
necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration
statement shall become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.

Table of Contents

PRELIMINARY
PROSPECTUS Dated July 21, 2010 (Subject to completion)

DXP Enterprises, Inc.

$75,000,000

Senior Debt Securities

Subordinated Debt Securities

Common Stock

Preferred Stock

Warrants

          This prospectus will allow us to issue up to an aggregate of $75,000,000 of our senior
debt securities, subordinated debt securities, common stock, $.01 par value, preferred stock, $1.00
par value, and warrants from time to time at prices and on terms to be determined at or prior to
the time of the offering. We may offer and sell these securities to or through one or more
underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. This
prospectus describes the general terms of these securities. The specific terms of any securities
and the specific manner in which we will offer them will be included in a supplement to this
prospectus relating to that offering.

          We encourage you to carefully read this prospectus and any prospectus supplement before you
invest in our securities. We also encourage you to read the documents we have referred you to in
the “Where You Can Find More Information” section of this prospectus for information on us and for
our financial statements. This prospectus may not be used to consummate sales of our securities
unless accompanied by a prospectus supplement.

          Our common stock is traded on The NASDAQ Global Market (“NASDAQ”) under the symbol “DXPE.” On
July 20, 2010, the last reported sale price of our common stock on NASDAQ was $18.07.

          We urge you to carefully review and consider the information under the heading “Risk Factors”
on page 1 of this prospectus and in the applicable prospectus supplement before investing in our
securities.

          Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is ____________, 2010.

The information in this prospectus is not complete and may be changed. We may not sell these
securities until the registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and is not soliciting an offer
to buy these securities in any state where the offer or sale is not permitted.

TABLE OF CONTENTS

    Page

    DXP Enterprises, Inc.

    1

    Risk Factors

    1

    Forward-Looking Statements

    2

    Use of Proceeds

    2

    Ratio of Earnings to Fixed Charges and Earnings to Combined Fixed
Charges and Preference Dividends

    2

    Plan of Distribution

    3

    Description of Debt Securities

    4

    Description of Capital Stock and Indemnification of Directors and
Officers

    7

    Description of Warrants

    10

    Legal Matters

    12

    Experts

    12

    Where You Can Find More Information

    12

    Incorporation of Certain Information by Reference

    12

ABOUT THIS PROSPECTUS

          This prospectus is part of a registration statement that we filed with the Securities and
Exchange Commission, or SEC, using a “shelf” registration process. Under this shelf process, we may
sell the securities described in this prospectus in one or more offerings. This prospectus provides
you with a general description of the securities we may offer. Each time we sell securities, we
will provide a prospectus supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or change information contained in this
prospectus. You should read both the prospectus and any prospectus supplement together with the
additional information described under the heading “Where You Can Find More Information.”

          As used in this prospectus, the terms “DXP,” “Company,” “we,” “our,” “ours” and “us” refer to
DXP Enterprises, Inc. and its subsidiaries, except where the context otherwise requires or as
otherwise indicated.

Table of Contents

DXP ENTERPRISES, INC.

          DXP, a Texas corporation, was incorporated in 1996, to be the successor to a company founded
in 1908. Since our predecessor company was founded, we have primarily been engaged in the business
of distributing maintenance, repair and operating (“MRO”) products, equipment and service to
industrial customers. We are organized into two segments: MRO and Electrical Contractor.

          The MRO segment provides MRO products, equipment and integrated services, including technical
design expertise and logistics capabilities, to industrial customers. We provide a wide range of
MRO products in the fluid handling equipment, bearing, power transmission equipment, general mill,
safety supply and electrical products categories. We offer our customers a single source of
integrated services and supply on an efficient and competitive basis by being a first-tier
distributor who can purchase products directly from the manufacturer. We also provide integrated
services such as system design, fabrication, installation, repair and maintenance for our
customers. We offer a wide range of industrial MRO products, equipment and services through a
complete continuum of customized and efficient MRO solutions, ranging from traditional distribution
to fully-integrated supply contracts. The integrated solution is tailored to satisfy our customers’
unique needs.

          The Electrical Contractor segment was formed in 1998 with the acquisition of substantially all
of the assets of an electrical supply business. The Electrical Contractor segment sells a broad
range of electrical products, such as wire conduit, wiring devices, electrical fittings and boxes,
signaling devices, heaters, tools, switch gear, lighting, lamps, tape, lugs, wire nuts, batteries,
fans and fuses, to electrical contractors. The segment has one owned warehouse/sales facility in
Memphis, Tennessee.

          Our principal executive offices are located at 7272 Pinemont Drive, Houston, Texas 77040. Our
telephone number at that location is (713) 996-4700. Our Internet website is http://www.dxpe.com.
Information contained on our website is not incorporated by reference in this prospectus and you
should not consider information contained on our website as part of this prospectus.

RISK FACTORS

          An investment in our securities involves risks. We urge you to carefully consider all of the
information contained in or incorporated by reference in this prospectus and other information
which may be incorporated by reference in this prospectus or any prospectus supplement as provided
under “Incorporation of Certain Information by Reference,” including our Annual Reports on Form
10-K and our Quarterly Reports on Form 10-Q. This prospectus also contains forward-looking
statements that involve risks and uncertainties. Please read “Forward-Looking Statements.” Our
actual results could differ materially from those anticipated in the forward-looking statements as
a result of certain factors, including the risks described elsewhere in this prospectus or any
prospectus supplement and in the documents incorporated by reference into this prospectus or any
prospectus supplement. If any of these risks occur, our business, financial condition or results of
operation could be adversely affected.

Potential Anti-Takeover Effects

          Our Restated Articles of Incorporation, as amended, allow our Board of Directors to issue
shares of preferred stock without shareholder approval on such terms as the Board of Directors may
determine. The rights of all the holders of our common stock will be subject to, and may be
adversely affected by, the rights of the holders of any preferred stock that may be issued in the
future. Our Restated Articles of Incorporation, as amended, also do not allow cumulative voting in
the election of directors. In addition, Sections 21.606 of the Texas Business Organizations Code
(“TBOC”) imposes a special voting requirement for the approval of certain business combinations and
related party transactions between public corporations such as the Company and shareholders who
beneficially own 20% or more of the corporation’s voting stock unless the transaction or the
acquisition of shares by the affiliated shareholder is approved by the board of directors of the
corporation prior to the shareholder acquiring such 20% ownership. All of the foregoing could have
the effect of delaying, deferring or preventing a change in control of the Company and could limit
the price that certain investors might be willing to pay in the future for shares of our common
stock. See “Description of Capital Stock and Indemnification of Officers and Directors.”

Limitation on Ability to Pay Dividends

          We anticipate that future earnings will be retained to finance the continuing development of
our business. In addition, our

CORRESP
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    responsetosec_060110.htm

Fulbright & Jaworski L.L.P.

A Registered Limited Liability Partnership

1301 McKinney, Suite 5100

Houston, Texas  77010-3095

www.fulbright.com

Telephone:                      (713) 651-5151

               Facsimile:(713) 651-5246

June 22, 2010

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 7010

Washington, DC 20549

Attention:              Pamela A. Long, Assistant Director

Era Anagnosti, Staff Attorney

Via EDGAR

Re:           DXP Enterprises, Inc.

Registration Statement on Form S-3

Filed on May 6, 2010

File No. 333-166582

Dear Ladies and Gentlemen:

We write this letter on behalf of DXP Enterprises, Inc. to respond to the comment letter received from the staff on June 1, 2010 relating to the above-referenced Registration Statement on Form S-3 (the “Form S-3”).  We have responded to each comment by number.  For the convenience of the staff, we have repeated the comment immediately preceding the applicable response.  In this letter, we refer to DXP Enterprises, Inc. as “DXP” or the “Company.”

Registration Statement on Form S-3 Filed on May 6, 2010

Description of Debt Securities, page 4

1.

Please revise the first sentence of the introductory paragraph to clarify that the disclosure discusses the “material” terms and provisions of the debt securities.  Use of the word “certain” implies that there could be material provisions that you have chosen not to discuss.  In addition please revise the third paragraph to remove the statement that the disclosure in this section does “not purport to be complete”.  Please also comply with this comment with respect to the introductory paragraph under the “Preferred Stock” discussion on page 7.

DXP will revise the first three paragraphs under “Description of Debt Securities” in an amendment to the Form S-3 to (i) amend the language in the first sentence of the first paragraph to remove the references to “certain” and “general”, (ii) delete the second paragraph in its entirety, (iii) delete the first sentence of the third paragraph in its entirety, and (iv) move the second sentence of the third paragraph to the end of the first paragraph, so that the introductory paragraph under “Description of Debt Securities” will read as follows:

United States Securities Exchange Commission

June 22, 2010

Page 2

“The following description sets forth the material terms and provisions of the debt securities to which any prospectus supplement may relate. Other terms, and the particular terms of a specific series of debt securities (which differ from the terms described below), will be described in the prospectus supplement relating to that series.  The debt securities will be senior debt securities or subordinated debt securities. The senior debt securities will be issued under an indenture (the “Senior Indenture”) to be entered into among us and a trustee named in the applicable prospectus supplement, as trustee (the “Senior Trustee”), and the subordinated debt securities will be issued under a separate indenture (the “Subordinated Indenture”) to be entered into among us and a trustee to be named in the applicable prospectus supplement, as trustee (the “Subordinated Trustee”). The term “Trustee” used in this Prospectus shall refer to the Senior Trustee or the Subordinated Trustee, as appropriate. The Senior Indenture and the Subordinated Indenture are sometimes collectively referred to herein as the “Indentures” and individually as “Indenture.” The Indentures are subject to and governed by the Trust Indenture Act of 1939, as amended (the “TIA”), and may be supplemented from time to time following execution.  Capitalized terms used in this section and not otherwise defined in this section will have the respective meanings assigned to them in the Indentures.”

DXP will revise the introductory paragraph under “Preferred Stock” in an amendment to the Form S-3 to read as follows:

“The following description of the terms of the preferred stock sets forth the material terms and provisions of the preferred stock to which any prospectus supplement may relate. Other terms of any series of the preferred stock offered by any prospectus supplement will be described in that prospectus supplement.  The description of the provisions of the preferred stock set forth below and in any prospectus supplement is subject to and qualified in its entirety by reference to our Restated Articles of Incorporation, as amended, relating to each series of the preferred stock.”

2.

Please revise the disclosure in the second introductory paragraph to remove the implication that investors are not entitled to rely on the disclosure in the prospectus.  Please also comply with this comment in the first introductory paragraph under “Description of Warrants” on page 10.

Please see the response to comment 1.  DXP will revise the first introductory paragraph under “Description of Warrants” in an amendment to the Form S-3 to delete the fourth sentence in its entirety so that the paragraph will read as follows:

“We may issue warrants to purchase our senior debt securities, subordinated debt securities, common stock or preferred stock. Warrants may be issued independently or together with any other securities and may be attached to, or separate from, such securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent. That warrant agreement, together with the terms of the warrant certificate and warrants, will be filed with the SEC in connection with the offering of the specific warrants.”

United States Securities Exchange Commission

June 22, 2010

Page 3

3.           We also note the statement in the third paragraph that the summaries of the “certain” provisions under both indentures are “qualified in their entirety  by reference to” the Trust Indenture Act of 1939.  Please be advised that you may not qualify information in the prospectus in this manner unless incorporation by reference or a summary of a document filed as an exhibit is required.  See Rule 411(a) of Regulation C.

Please see the response to comment 1.  DXP will delete the statement in its entirety.

Legal Matters, page 12

4.

Please include counsel’s address as required by paragraph 23 of Schedule A of the Securities Act.

Section 7 of the Securities Act of 1933, as amended (the “Securities Act”), requires that a registration statement contain the information set forth in Schedule A.  Counsel’s address is set forth on the front cover of the registration statement.  The Securities Act, including a registration statement on Form S-3, does not require the information contained in the Form S-3 under the section entitled “Legal Matters”; such information is included in the Form S-3 for the convenience of potential investors.

Item 16.  Exhibits, page 14

5.

Please ensure that each exhibit is filed as a separate exhibit on EDGAR.  We note that other than exhibits 4.2 and 4.3, the rest of the exhibits are included at the end of the registration statement.  Please revise accordingly in your next amendment.

DXP will ensure that each exhibit is filed as a separate exhibit on EDGAR in an amendment to the Form S-3.

Exhibit 5.1 – Opinion of Fulbright & Jaworski L.L.P.

6.

Please explain the significance of the assumptions set forth in paragraph (a)(iv) on the fourth page of the legal opinion, since it is unclear how these assumptions affect the enforceability of counsel’s opinion.

The assumption in paragraph (a)(iv) on page three of the legal opinion of Fulbright & Jaworski L.L.P. is intended to address a situation in which the applicable indenture or note or other agreement governing the Debt Securities to be issued contains a provision contractually requiring a specific conversion procedure to be followed with respect to a claim or judgment denominated in a foreign currency and in which the applicable law of the jurisdiction in which the claim or judgment is being enforced may require a statutorily-prescribed conversion procedure, regardless of the contract provision.  The result in such a circumstance would be that the contractual provision may be given no effect.  Fulbright & Jaworski L.L.P. will revise the legal opinion in an amendment to the Form S-3 to clarify the assumption, as follows:

United States Securities Exchange Commission

June 22, 2010

Page 4

“…(iv) with respect to any Debt Securities denominated in a currency other than United States dollars, the requirement that a claim (or a foreign currency judgment in respect of such a claim) be converted to United States dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or governmental authority, despite provisions to the contrary in such Debt Securities.”

7.

We note counsel’s statements in paragraphs (b) and (c), including the statement that counsel does not express any opinion with respect to the legality, validity, enforceability or binding effect of certain indemnities and rights of contribution provisions to the extent that they are prohibited by public policy.  Please tell us supplementally why these matters are not already covered by the exceptions to the general principles of equity set forth in paragraph (a)(iii) of the opinion.  We may have additional comments upon a review of your response.

The Staff of the Commission has taken the position that certain provisions regarding indemnities or rights of contribution are against public policy and, therefore, are unenforceable. Fulbright & Jaworski L.L.P., therefore, as well as many other firms, excludes from its opinions the legality, validity, enforceability or binding effect as to such provisions.  We are not aware of any case law or statute on this point and, therefore, the exception to the general principles of equity is inapplicable.  Additionally, the limitations set forth in paragraph (c) are concepts that have been developed outside the principles of equity, through case law or, in some instances, by statute and, similarly, the exception to general principles of equity is inapplicable.

If any member of the staff has questions regarding the foregoing, please contact Laura J. McMahon (713/651-5658) of this firm.

Very truly yours,

/s/Fulbright & Jaworski L.L.P.

Fulbright & Jaworski L.L.P.

cc:           Mac McConnell

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 4631

June 1, 2010

Via U.S. mail

Mac McConnell Senior Vice President and Chief Financial Officer DXP Enterprises, Inc. 7272 Pinemont Drive Houston TX 77040
Re: DXP Enterprises, Inc.
Registration Statement on Form S-3
Filed on May 6, 2010 File No. 333-166582

Dear Mr. McConnell:
We have limited our review of your filing to  those issues we have addressed in our
comments.  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.  In some of our comments, we may ask you to provide us with information so
we may better understand your disclosure.  Af ter reviewing this information, we may raise
additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your 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.

Description of Debt Securities, page 4

1. Please revise the first sentence of the in troductory paragraph to clarify that the
disclosure discusses the “material” terms a nd provisions of the debt securities.  Use
of the word “certain” implies that there could be material  provisions that you have
chosen not to discuss.  In  addition please revise the th ird paragraph to remove the
statement that the disclosure in this sec tion does “not purport to be complete”.
Please also comply with this comment with respect to the introductory paragraph under the “Preferred Stock” discussion on page 7.

Mac McConnell
DXP Enterprises, Inc. June 1, 2010
Page 2

2. Please revise the disclosure in the sec ond introductory paragraph to remove the
implication that investors are not  entitled to rely on the di sclosure in the prospectus.
Please also comply with this comment in  the first introduct ory paragraph under
“Description of Warrants” on page 10.

3. We also note the statement in  the third paragraph that th e summaries of the “certain”
provisions under both indentures are “qualifi ed in their entirety by reference to” the
Trust Indenture Act of 1939.  Please be advised that you may not qualify information
in the prospectus in this manner unless in corporation by reference or a summary of a
document filed as an exhibit is requir ed.  See Rule 411(a) of Regulation C.
 Legal Matters, page 12

4. Please include counsel’s address as requi red by paragraph 23 of Schedule A of the
Securities Act.
 Item 16.  Exhibits, page 14

5. Please ensure that each exhib it is filed as a se parate exhibit on EDGAR.  We note
that other than exhibits 4.2 and 4.3, the rest  of the exhibits are included at the end
of the registration statement.  Please re vise accordingly in your next amendment.
 Exhibit 5.1 – Opinion of Fulbright & Jaworski L.L.P.

6. Please explain the significance of the assump tions set forth in paragraph (a)(iv) on
the fourth page of the legal opinion, since it  is unclear how these assumptions affect
the enforceability of counsel’s opinion.
7. We note counsel’s statements in paragraphs  (b) and (c), including the statement that
counsel does not express any opinion with  respect to the legality, validity,
enforceability or binding effect of certa in indemnities and rights of contribution
provisions to the extent that  they are prohibited by public  policy.  Please tell us
supplementally why these matters are not already covered by the exceptions to the
general principles of equity  set forth in paragraph (a)( iii) of the opinion.  We may
have additional comments upon review of your response.

* * *

As appropriate, please amend your filing a nd respond to these comments.  You may
wish to provide us with marked copies of th e amendment to expedite our review.  Please
furnish a cover letter with your amendment that  keys your responses to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have additiona l comments after reviewing your amendment
and responses to our comments.

Mac McConnell
DXP Enterprises, Inc. June 1, 2010
Page 3

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have provided all information investors require for
an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.     Notwithstanding our comments, in the ev ent the company reque sts acceleration of
the effective date of the pending registration st atement, it should furnish a letter, at the time
of such request, acknowledging that:
• should the Commission or the staff, acting pu rsuant to delegated authority, declare
the filing effective, it does not forecl ose the Commission from taking any action
with respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does no t relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

• the company 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.
  In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
  We direct your attention to Rules 46 0 and 461 regarding requesting acceleration of
a registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.

Mac McConnell
DXP Enterprises, Inc. June 1, 2010
Page 4

You may contact Era Anagnosti, Staff A ttorney, at (202) 551-3369 or Andrew
Schoeffler, Senior Staff Attorney, at  (202) 551-3748 with any questions.
        S i n c e r e l y ,           Pamela A. Long       A s s i s t a n t  D i r e c t o r
cc: Laura J. McMahon, Esq. (Via Facsimile @ (713) 651-5246)
Fulbright & Jaworski L.L.P. 1301 McKinney, Suite 5100 Houston, TX 77010

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
March 19, 2010

via U.S. mail and facsimile

Mac McConnell, Chief Financial Officer  DXP Enterprises, Inc.  7272 Pinemont Houston, TX 77040
 RE: DXP Enterprises, Inc
  Item 4.02(a) Form 8-K
  Filed March 9, 2010   File No. 0-21513
Dear Mr. McConnell:

We have completed our review of your  4.02 Form 8-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 Tracey McKoy, Staff Accountant,  at (202) 551-3772 or in her absence, to
the undersigned at (202) 551-3769.
Sincerely,
           R u f u s  D e c k e r          A c c o u n t i n g  B r a n c h  C h i e f

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
March 12, 2010

via U.S. mail and facsimile

Mac McConnell, Chief Financial Officer  DXP Enterprises, Inc.  7272 Pinemont Houston, TX 77040
 RE: DXP Enterprises, Inc
  Item 4.02(a) Form 8-K
  Filed March 9, 2010   File No. 0-21513
Dear Mr. McConnell:

We have reviewed the above referenced filing and have the following comments.
After reviewing this information, we ma y 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 on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Item 4.02(a) Form 8-K

1. Please amend your Form 8-K to identify th e financial statements that should no
longer be relied upon pursuant to Item 4.02(a) of Form 8-K.

2. You believe the inventory purchased  in the 2007 acquisition of Precision
Industries is overstated by no more than  $14 million.  Furthermore, you intend to
restate your financial statements to increase goodwill and reduce inventory.  However, paragraph B183 of SFAS 141 prescribes that the allocation period
should usually not exceed one year from the consummation date.  Please tell us
how your accounting complies with SFAS 141.  Please tell us your consideration
of including the adjustment in net income  as contemplated by paragraph 41 of
SFAS 141.  If you conclude it is more appropr iate to include the adjustment in net
income, please quantify the amount of the error by each period impacted so that we may assess materiality by period.

Mr. McConnell
DXP Enterprises, Inc March 12, 2010 Page 2

*    *    *    *

As appropriate, please respond to these co mments 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 supplemental information.
Detailed response letters  greatly facilitate our  review.  Please file your response letter on
EDGAR.  Please understand that we may ha ve additional comments after reviewing
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 sta ff to be certain that they have provided all
information investors require.  Since the co mpany and its management are in possession
of all facts relating to a company’s disclosu re, 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 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.   You may contact Tracey McKoy, Staff A ccountant, at (202) 551-3772 or, in her
absence the undersigned Accounting Branch  Chief at (202) 551-3769 if you have
questions regarding comments on the financ ial statements and related matters.

Sincerely,
           R u f u s  D e c k e r          A c c o u n t i n g  B r a n c h  C h i e f

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March 15, 2010

Mr. Rufus Decker

Accounting Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, DC 20549-4631

RE:           DXP Enterprises, Inc.

Item 4.02(a) form 8-K

Filed March 9, 2010

File No. 0-21513

Dear Mr. Decker:

I have reviewed the comments contained in your letter to me dated June 25, 2009.  My responses are keyed to your comments.

DXP Enterprises, Inc. (“DXP”) acknowledges that:

·

DXP is responsible for the adequacy and accuracy of the disclosure in our 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

·

DXP may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal security laws of the United States.

1.

DXP will amend its 8-K to identify the financial statements that should no longer be relied upon.  The amendment will state:

Goodwill is understated by approximately $14 million and inventory is overstated by approximately $14 million in the financial statements contained in the following filings:

Form 10-Q for the quarterly period ended September 30, 2007

Form 10-K for the year ended December 31, 2007

Form 10-Q for the quarterly period ended March 31, 2008

Form 10-Q for the quarterly period ended June 30, 2008

Form 10-Q for the quarterly period ended September 30, 2008

Form 10-K for the year ended December 31, 2008

Form 10-Q for the quarterly period ended March 31, 2009

Form 10-Q for the quarterly period ended June 30, 2009

Form 10-Q for the quarterly period ended September 30, 2009

2.

DXP acquired Precision Industries, Inc. (“Precision”) on September 10, 2007.  During 2008 DXP finalized the purchase accounting for Precision.  The purchase accounting entries included recording a $6.7 million adjustment to value Precision’s inventory at net realizable value as of September 10, 2007.

The age of the inventory is a key factor in valuing the inventory.  We have determined that the calculation prepared in 2008 as part of purchase accounting for Precision did not take into account the age of the inventory.  The original calculation also excluded significant amounts of slow or no movement inventory.   DXP’s 2008 valuation methodology did not contemplate any expired or otherwise impaired inventory.  DXP did not know the facts regarding the extreme age and poor condition of much of Precision’s inventory.  Our calculation was based on assumptions which did not apply to Precision’s inventory.

During the fourth quarter of 2009 DXP converted Precision’s MRO operations onto DXP’s computer system.  As part of this conversion DXP Corporate and DXP’s regional managers became more involved in the operations of Precision’s branches and distribution center.  Comments began to flow in to DXP Corporate regarding significant quantities of “dead” (extremely slow moving or no movement) inventory in the Precision branches. These comments included reports of bearings past date code, rotting belts and hoses, expired ink, Dow products which expired in 1999, 3M epoxy which expired in 2003 and 2004, obsolete abrasives, pallets of dead inventory shipped in from other branches and entire warehouse sections of dead inventory.

During the fourth quarter of 2009 DXP corporate received numerous reports of inventory which was shipped by Precision Corporate years ago to Precision branches upon the closing of other Precision branches.  The branch personnel say the inventory has remained untouched for years since it was shipped into the branches.

During the fourth quarter DXP discovered Precision was storing $2.9 million of inventory in a public warehouse in Omaha, Nebraska.  This inventory had been listed in inventory reports as being in the Omaha distribution center.  Precision has to pay a fee each time it accesses a pallet in the public warehouse.  Over a number of years this inventory was moved into the public warehouse as Precision closed branches.  The inventory of each closed branch which had recent usage was moved to the Omaha distribution center.  The non-moving inventory was stored in the public warehouse.  Prior to using the public warehouse, Precision shipped the non-moving inventory from closed branches to other Precision branches.

DXP was unaware of these facts at the time purchase accounting for Precision was finalized.  DXP concluded the purchase accounting valuation of Precision inventory was too high and the financial statements should be restated to increase goodwill and reduce inventory.  The inventory being devalued was on hand at the date of acquisition and, except for some of the acquired inventory liquidated during 2009, was on hand at December 31, 2009.

If the conclusion is that this valuation adjustment needs to be included in net income as contemplated by paragraph 41 of SFAS 141, then the adjustment should be included in the determination of net income for the fourth quarter of 2009. The fourth quarter of 2009 is when the facts about the acquired inventory were determined.

Please contact me at 713-996-4897 if you have any questions regarding this letter or to confirm that the staff will have no further comments on our filing.

Sincerely,

/s/Mac McConnell

Mac McConnell

Senior Vice President & CFO

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
 February 5, 2010
 Mr. Mac McConnell Senior Vice President and Chief Financial Officer DXP Enterprises, Inc. 7272 Pinemont Houston, TX  77040
 RE: Form 10-K/A for the fiscal  year ended December 31, 2008
Forms 10-Q/A for the periods ende d March 31, 2009, June 30, 2009 and
September 30, 2009
  Schedule 14A filed on April 29, 2009
  File No. 0-21513

Dear Mr. McConnell:
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 regardi ng our review of legal or disclosure
matters in your filings, please direct them to Era Anagnosti,  Staff Attorney, at (202) 551-
3369 or, in her absence, Jay Ingram, Legal Branch Chief, at (202) 551-3397.  Please
contact Jeffrey Gordon, Staff Accountant, at  (202) 551-3866 or, in  his absence, the
undersigned at (202) 551-3689 if you have que stions regarding our review of the
financial statements and related matters.
 Sincerely,
 John Hartz
 Senior Assistant Chief Accountant

CORRESP
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    response012010.htm

January 25, 2010

Mr. Jeffrey Gordon

Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, DC 20549-7010

RE:           DXP Enterprises, Inc.

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

Form 10-Q for the period ended March 31, 2009

Schedule 14A filed on April 29, 2009

File No. 0-21513

Dear Mr. Gordon:

I have reviewed the comments contained in your letter to me dated January 11, 2010.  My responses are keyed to your comments.

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

Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 11.

Goodwill and Long-lived Asset Recovery, page 32

1.

In future filings, if DXP has any goodwill, intangible assets or asset groups where DXP has determined that fair value is not substantially in excess of the carrying value and those asset amounts, in the aggregate or individually, could materially impact DXP’s operating results or total shareholder’s equity, DXP will provide the following disclosures:

·

The reporting unit(s)/asset group(s) affected;

·

The percentage by which fair value exceeds the carrying value;

·

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

·

A discussion of the uncertainty associated with the key assumptions;

·

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

If DXP has determined that the estimated fair value substantially exceeds the carrying value for all of DXP’s long-lived assets or asset groups, DXP will disclose this determination.  Please refer to Item 303 of Regulation S-K and Sections 216 and 501.14 of the SEC’s Codification of Financial Reporting Policies for guidance.

Item 9A – Controls and Procedures, page 47

2.

In response to comment 2 of your letter January 11, 2010, please see Item 9A of the draft of a proposed amendment to DXP’s Annual Report on Form 10-K on Form 10-K/A for the year ended December 31, 2008,  and Item 4 of the drafts of proposed amendments to DXP’s Quarterly Reports on Form 10-Q on Forms 10-Q/A for the quarterly periods
ended March 31, 2009, June 30, 2009 and September 30, 2009, attached as exhibits to the letter.

FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2009

Item 6 – Exhibits

Exhibit 32.1 – Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

3.

In response to comment 3 of your letter dated January 11, 2010, please see the draft of the proposed Amendment No. 2 to DXP’s Quarterly Report on Form 10-Q, as amended by Amendment No. 1 on Form 10-Q/A, for the quarterly period ended March 31, 2009, attached as Attachment II to this letter.

Please contact me at 713-996-4897 if you have any questions regarding this letter or to confirm that the staff will have no further comments of our filing.

Sincerely,

/s/ Mac McConnell

Mac McConnell

Senior Vice President & CFO

MM:sb

Attachment I

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

Amendment No. 2

(Mark One)

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.  For the fiscal year ended December 31, 2008

or

[   ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from

to

Commission file number 0-21513

DXP Enterprises, Inc.

(Exact name of registrant as specified in its charter)

Texas

76-0509661

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

7272 Pinemont, Houston, Texas 77040

(713) 996-4700

(Address of principal executive offices)

Registrant’s telephone number, including area code.

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.01 Par Value

NASDAQ

(Title of Class)

(Name of exchange on which registered)

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [  ]   No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes [  ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.  Yes [X] No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  (See definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act).

Large accelerated filer [  ]                                                                                                                     Accelerated
filer [X]

Non-accelerated filer [  ] (Do not check if a smaller reporting company)                                                                                                                                Smaller
reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

Aggregate market value of the registrant's Common Stock held by non-affiliates of registrant as of June 30, 2008:  $176,693,573.

Number of shares of registrant's Common Stock outstanding as of March 13, 2009:  12,869,304.

Documents incorporated by reference: Portions of the definitive proxy statement for the annual meeting of shareholders to be held in 2009 are incorporated by reference into Part III hereof.

EXPLANATORY NOTE

The Company is filing this Amendment No. 2 to its Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the Securities Exchange Commission on March 16, 2009.  The sole purpose of this amendment is to disclose the identification of a material weakness in the Company’s general computer control environment.  Management’s
Report on Internal Control and Item 9A have been revised to report the Company has not maintained effective internal control over financial reporting as of December 31, 2008, based on a criteria established in the COSO Framework.  The Report of Independent Registered Public Accounting Firm on Internal Controls has been revised to report the Company has not maintained effective internal control over financial reporting as of December 31, 2008.  The Report of Independent Registered Public Accounting
Firm on Financial Statements, with revised dating, and a currently dated  Consent of Independent Registered Accounting Firm have been included with this amendment. .  Additionally, in connection with the filing of this amendment and pursuant to SEC rules, the Company is including currently dated certifications.  This amendment does not otherwise update any exhibits as originally filed and does not otherwise reflect events occurring after the original filing date of the Annual Report
on Form 10-K for the year ended December 31, 2008.

TABLE OF CONTENTS

DESCRIPTION

Item

Page

PART 1

1.

Business

3

1A.

Risk Factors

7

1B.

Unresolved Staff Comments

8

2.

Properties

8

3.

Legal Proceedings

9

4.

Submission of Matters to a Vote of Security Holders

9

PART II

5.

Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

9

6.

Selected Financial Data

11

7.

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

11

7A.

Quantitative and Qualitative Disclosures about Market Risk

19

8.

Financial Statements and Supplementary Data

20

9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

47

9A.

Controls and Procedures

47

9B.

Other Information

47

PART III

10.

Directors, Executive Officers, and Corporate Governance

48

11.

Executive Compensation

48

12.

Security Ownership of Certain Beneficial Owners and Management

 and Related Stockholder Matters

48

13.

Certain Relationships and Related Transactions, and Director Independence

48

14.

Principal Accountant Fees and Services

48

PART IV

15.

Exhibits, Financial Statement Schedules

49

Signatures

53

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Such statements can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”,
“estimates”, “will”, “should”, “plans” or “anticipates” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy.  Any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and actual results may vary materially from those discussed in the forward-looking statements as a result of various factors.  These factors
include the effectiveness of management’s strategies and decisions, our ability to affect our internal growth strategy, general economic and business conditions, developments in technology, our ability to effectively integrate businesses we may acquire, new or modified statutory or regulatory requirements and changing prices and market conditions.  This report identifies other factors that could cause such differences.  We cannot assure you that these are all of the factors that could
cause actual results to vary materially from the forward-looking statements.  We assume no obligation and do not intend to update these forward-looking statements.

PART I

This Annual Report on Form 10-K contains, in addition to historical information, “forward-looking statements” that involve risks and uncertainties. DXP Enterprises, Inc.'s actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute
to such differences include, but are not limited to, those discussed in "Risk Factors", and elsewhere in this Annual Report on Form 10-K. Unless the context otherwise requires, references in this Annual Report on Form 10-K to the "Company" or "DXP" shall mean DXP Enterprises, Inc., a Texas corporation, together with its subsidiaries.

ITEM 1.  Business

DXP was incorporated in Texas in 1996 to be the successor to a company founded in 1908.  Since our predecessor company was founded, we have primarily been engaged in the business of distributing maintenance, repair and operating (“MRO”) products, equipment and service to industrial customers.  We are organized
into two segments: MRO and Electrical Contractor.  Sales and operating income for 2006, 2007 and 2008, and identifiable assets at the close of such years for our business segments are presented in Note 15 of the Notes to the Consolidated Financial Statements.

The industrial distribution market is highly fragmented. Based on 2007 sales as reported by industry sources, we were the 22nd largest distributor of MRO products in the United States. Most industrial customers currently purchase their industrial supplies through numerous local distribution and supply companies. These distributors generally
provide the customer with repair and maintenance services, technical support and application expertise with respect to one product category. Products typically are purchased by the distributor for resale directly from the manufacturer and warehoused at distribution facilities of the distributor until sold to the customer. The customer also typically will purchase an amount of product inventory for its near term anticipated needs and store those products at its industrial site until the products are used.

We believe that the distribution system for industrial products in the United States, described in the preceding paragraph, creates inefficiencies at both the customer and the distributor levels through excess inventory requirements and duplicative cost structures. To compete more effectively, our customers and other users of MRO products
are seeking ways to enhance efficiencies and lower MRO product and procurement costs. In response to this customer desire, three primary trends have emerged in the industrial supply industry:

·

Industry Consolidation.  Industrial customers have reduced the number of supplier relationships they maintain to lower total purchasing costs, improve inventory management, assure consistently high levels of customer service and enhance purchasing power. This focus on fewer suppliers has
led to consolidation within the fragmented industrial distribution industry.

·

Customized Integrated Service. As industrial customers focus on their core manufacturing or other production competencies, they increasingly are demanding customized integration services, ranging from value-added traditional distribution to integrated supply and system design, fabrication, installation
and repair and maintenance services.

·

Single Source, First-Tier Distribution. As industrial customers continue to address cost containment, there is a trend toward reducing the number of suppliers and eliminating multiple tiers of distribution. Therefore, to lower overall costs to the MRO customer, some MRO distributors are expanding
their product coverage to eliminate second-tier distributors and the difficulties associated with alliances.

Recent Acquisitions

Our growth strategy includes effecting acquisitions of businesses with complementary or desirable product lines, locations or customers.  We completed four acquisitions in 2006, three acquisitions in 2007 and three acquisitions in 2008.

On August 20, 2005, we paid approximately $2.4 million to purchase the assets of a pump remanufacturer.  We made this acquisition to enhance our ability to meet customer needs for shorter lead times on selected pumps.  We

assumed $1.0 million of liabilities and gave a $0.5 million credit to the seller to use to purchase maintenance, repair and operating supplies from us.

On December 1, 2005, we purchased 100% of R. A. Mueller, Inc. to expand geographically into Ohio, Indiana, Kentucky and West Virginia.  DXP paid $7.3 million ($3.65 million cash and $3.65 million in promissory notes payable to the former owners) and assumed approximately $1.6 million of debt and $1.9 million of accounts payable
and other liabilities.

On May 31, 2006, DXP purchased the businesses of Production Pump and Machine Tech.  DXP acquired these businesses to strengthen DXP’s position with upstream oil and gas and pipeline customers.  DXP paid approximately $8.9 million for the acquired businesses and assumed approximately $1.2 million worth of liabilities.  The
purchase price consisted of approximately $5.4 million paid in cash and $3.5 million in the form of promissory notes payable to the former owners of the acquired businesses.  In addition, DXP may pay up to an additional $1.2 million contingent upon future earnings.

On October 11, 2006, we completed the acquisition of the business of Safety International.  DXP acquired this business to strengthen DXP’s expertise in safety products and services.  DXP paid $2.2 million in cash for the business of Safety International.

On October 19, 2006, DXP completed the acquisition of the business of Gulf Coast Torch & Regulat

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
January 11, 2010
 Mr. Mac McConnell Senior Vice President and Chief Financial Officer DXP Enterprises, Inc. 7272 Pinemont Houston, TX  77040
 RE: Form 10-K for the fiscal year ended December 31, 2008
Forms 10-Q for the periods ended Ma rch 31, 2009, June 30, 2009 and
September 30, 2009
  Schedule 14A filed on April 29, 2009
  File No. 0-21513

Dear Mr. McConnell:
We have reviewed your response letter  dated January 6, 2010 and have the
following additional comments.  If you disagree with a comment, we will consider your explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing 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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

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

Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 11

Discussion of Critical Accounting Policies, page 17

Goodwill and Long-lived Asset Recovery, page 32

1. We note your response to prior comment 1.  In future filings, if you have any goodwill, intangible assets or asset groups where you have determined that fair

Mr. Mac McConnell
DXP Enterprises, Inc.
January 11, 2010 Page 2 of 3
value is not substantially in excess of the carrying value and those asset amounts,
in the aggregate or indivi dually, could materially impact your operating results or
total shareholder’s equity, please provide the following disclosures:
• The reporting unit(s)/ass et group(s) affected;
• The percentage by which fair value exceeds the carrying value;
• A description of the assumptions that drive the estimated fair value;
• A discussion of the uncertainty associated with the key assumptions;
• A discussion of any potential events and/or circumstances that could have a
negative effect to the estimated fair value.
If you have determined that the estimated fair value substantially exceeds the carrying value for all of your long-lived assets or asset groups, please disclose this determination.  Please refer to Item 303 of Regulation S-K and Sections 216 and
501.14 of the SEC’s Codification of Financ ial Reporting Policies for guidance.
 Item 9A – Controls a nd Procedures, page 47

2. We have reviewed your response to prior comment 2.  Your proposed disclosure indicates that you had material weaknesse s in internal control over financial
reporting at December 31, 2008.  We note th at based upon your disclosures in the
March 31, 2009, June 30, 2009 and September 30, 2009 Forms 10-Q, there have been no changes in your internal control over financial reporting.  Further, you
disclose in each of these Forms 10-Q that  your disclosure controls and procedures
were effective.  As such, it is not clea r to readers what actions you took between
December 31, 2008 and September 30, 2009, and when the actions occurred, in order to remediate your material wea kness.  Please revise your proposed
disclosures in the 10-K/A to explain wh at actions you have taken and when in
order to remediate these weaknesses.

FORM 10-Q/A FOR THE PERI OD ENDED MARCH 31, 2009

3. We note that the date in the CEO’s 906 cer tification attached as Exhibit 32.1 to
the amended Form 10-Q is incorrect since it does not reflect the date when the
Form 10-Q/A was filed.  In addition, the amendment should have included the complete report, including the proper fina ncial statements and the newly dated
302 certifications.  Promptly file a fu ll Form 10-Q amendment for the period
ended March 31, 2009, including appropriate  Section 302 and 906 certifications.

*    *    *    *
 Please respond to these comments and file the requested amendments within 10
business days, or tell us when you will provide us with a response.  Please provide us with a response letter that keys your responses to our comments and provides any requested information.  Detailed letters greatl y facilitate our review .  Please file your

Mr. Mac McConnell
DXP Enterprises, Inc. January 11, 2010 Page 3 of 3   supplemental response on EDGAR as a corres pondence file.  Pleas e understand that we
may have additional comments after reviewing your responses to our comments.
You may contact Era Anagnosti, Staff A ttorney, at (202) 551-3369 or, in her
absence, Jay Ingram, Legal Branch Chief, at (202) 551-3397 if you have any questions
regarding legal or disclosure matters.  Pleas e contact Jeffrey Gordon, Staff Accountant, at
(202) 551-3866 or, in his absence, the undersigned at (202) 551-3689 if you have
questions regarding comments on the financia l statements and related matters.

 Sincerely,
 John Hartz
 Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

    secresponse.htm

January 6, 2010

Mr. Jeffrey Gordon

Staff Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, DC 20549-7010

RE:           DXP Enterprises, Inc.

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

Form 10-Q for the period ended March 31, 2009

Schedule 14A filed on April 29, 2009

File No. 0-21513

Dear Mr. Gordon:

I have reviewed the comments contained in your letter to me dated August 24, 2009.  My responses are keyed to your comments.

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

Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 11.

Goodwill and Long-lived Asset Recovery, page 32

1.

Following are the example disclosures regarding accounting for long-lived assets, goodwill and intangible assets which will be included in future filings:

Long-Lived Assets and Goodwill

Long-lived assets, including property, plant and equipment and amortizable intangible assets, comprise a significant portion of our total assets. We evaluate the carrying value of long-lived assets when impairment indicators are present or when circumstances indicate that impairment may exist
under the provisions of authoritative guidance. When management believes impairment indicators may exist, projections of the undiscounted future cash flows associated with the use of and eventual disposition of long-lived assets held for use are prepared. If the projections indicate that the carrying values of the long-lived assets are not recoverable, we reduce the carrying values to fair value. For long-lived assets held for sale, we compare the carrying values to an estimate of fair value less selling costs
to determine potential impairment. We test for impairment of long-lived assets at the lowest level for which cash flows are measurable. These impairment tests are heavily influenced by assumptions and estimates that are subject to change as additional information becomes available.

We review goodwill for impairment annually during our fourth fiscal quarter or more frequently if certain impairment indicators arise under the provisions of authoritative guidance. We review goodwill at the reporting level unit, which is one level below an operating segment. We review the carrying
value of the net assets of each reporting unit  to the net present value of estimated discounted future cash flows of the reporting unit. If the carrying value exceeds the net present value of estimated discounted future cash flows, an impairment indicator exists and an estimate of the impairment loss is calculated. The fair value calculation includes multiple assumptions and estimates, including the projected cash flows and discount rates applied. Changes in these assumptions and estimates could result
in goodwill impairment that could materially adversely impact our financial position or results of operations.

Item 9A – Controls and Procedures, page 47

2.

In response to comment 13 of your letter August 24, 2009, DXP will amend our filing to include the following attestation report:

Report Of Independent Registered Public Accounting Firm on Internal Controls

To the Board of Directors and Shareholders of

   DXP Enterprises, Inc., and Subsidiaries

Houston, Texas

We have audited DXP Enterprises, Inc.’s (the “Company”) internal control over financial reporting based upon criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The Company’s management is responsible
for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audit also included performing such other procedures as we considered necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. A company’s
internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of
the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.  The following material
weakness has been identified and included in management’s assessment:

The Company did not maintain an effective general computer control environment.  The following areas of general computer controls were found to be deficient in design as adequate documentation was not maintained for testing purposes:

1)

Security and access to key financial spreadsheets

2)

Access to and segregation of duties in key financial applications

3)

Backup and recovery of financial data

4)

Systems development and change management

5)

Incident management

6)

Security monitoring

As a result of the ineffective general computer control environment, the purchasing, accounts payable, inventory, fixed assets, revenue and payroll processes which are highly dependent on automated controls were found to be deficient in design and therefore ineffective.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2008 financial statements, and this report does not affect our report dated December ___. 2009 on those financial statements.

In our opinion, because of the effect of the material weakness described above on the achievement of the objectives of the control criteria, DXP Enterprises, Inc. has not maintained effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of DXP Enterprises, Inc. as of December 31, 2008 and 2007, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the years in the
three year period ended December 31, 2008. Our report thereon dated December ____, 2009 expressed an unqualified opinion.

Hein & Associates LLP

Houston, Texas

December ____, 2009

DXP will also amend our filing to include the following Management’s Report on Internal Control Over Financial Reporting:

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company has assessed the effectiveness of its internal control over financial reporting as of December 31, 2008 based on criteria established by Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO Framework”).  The
Company’s management is responsible for establishing and maintaining adequate internal controls over financial reporting.  The Company’s independent registered public accountants that audited the Company’s financial statements as of December 31, 2008, have issued an attestation report on the Company’s internal control over financial reporting, which appears on page 21.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.  Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

The Company’s assessment of the effectiveness of its internal control over financial reporting included testing and evaluating the design and operating effectiveness of its internal controls.  Management identified the following material weakness:

The Company did not maintain an effective general computer control environment.  The following areas of general computer controls were found to be deficient in design as adequate documentation was not maintained for testing purposes:

1.

Security and access to key financial spreadsheets

2.

Access to and segregation of duties in key financial applications

3.

Backup and recovery of financial data

4.

Incident management

5.

Security monitoring

As a result of the ineffective general computer control environment, the purchasing, accounts payable, inventory, fixed assets, revenue and payroll processes which are highly dependent on automated controls were found to be deficient in design and therefore ineffective.

In management’s opinion, because of the effect of the material weakness described above on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2008, based on criteria established in the COSO Framework.

The Company has excluded PFI, LLC and the business of Falcon Pump from its assessment of internal control over financial reporting as of December 31, 2008.  PFI, LLC and the business of Falcon Pump were acquired by the Company in purchase business combinations during 2008.  The total assets and revenues of PFI, LLC and
the business of Falcon Pump represents approximately 23% and 3%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2008.

/s/ David R. Little                                                      /s/
Mac McConnell

David R. Little                                                                                            Mac
McConnell

Chairman of the Board and                                                                      Senior
Vice President/Finance and

Chief Executive Officer                                                                             Chief
Financial Officer

Item 15 – Exhibits, Financial Statement Schedules, page 49

3.

On September 23, 2009, DXP filed all of the exhibits and the schedules to the Credit Agreement dated August 28, 2008.

FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2009

Item 6 – Exhibits

Exhibit 32.1 – Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

4.

On September 23, 2009, DXP amended our Form 10-Q for the period ended March 31, 2009 to include Section 906 certifications with the correct dates.

Please contact me at 713-996-4897 if you have any questions regarding this letter or to confirm that the staff will have no further comments of our filing.

Sincerely,

/s/ Mac McConnell

Mac McConnell

Senior Vice President & CFO

MM:sb

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
August 24, 2009
 Mr. Mac McConnell Senior Vice President and Chief Financial Officer DXP Enterprises, Inc. 7272 Pinemont Houston, TX  77040
 RE: Form 10-K for the fiscal year ended December 31, 2008
  Forms 10-Q for the periods ended March 31, 2009 an d June 30, 2009
  Schedule 14A filed on April 29, 2009
  File No. 0-21513

Dear Mr. McConnell:
We have reviewed your response letter dated August 10, 2009 and have the
following additional comments.  If you disagree with a comment, we will consider your explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing 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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

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

Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 11

Discussion of Critical Accounting Policies, page 17

Goodwill and Long-lived Asset Recovery, page 32

1. We have reviewed your response to prio r comment 3.  We previously requested
you to consider disclosing the following in future filings:

Mr. Mac McConnell
DXP Enterprises, Inc.
August 24, 2009 Page 2 of 4
• The reporting unit level at which you test goodwill for impairment and your
basis for that determination;
• Each of the valuation methodologie s used to value goodwill (if multiple
approaches are used), including sufficien t information to enable a reader to
understand how each of the methods used differ, the assumed benefits of a
valuation prepared under each method, a nd why management selected these
methods as being the most meaningful for the company in preparing the
goodwill impairment analyses;
• How you weight each of the methods used including the basis for that weighting (if multiple approaches are used);
• A qualitative and quantitative description of the material assumptions used
and a sensitivity analysis of those assumptions based upon reasonably likely
changes; and
• How the assumptions and methodologies used for valuing goodwill in the current year have changed since the prio r year highlighting the impact of any
changes.

In particular:

- Explain how you identified reporting units
- Explain how you assigned assets, liabilities, deferred taxes and goodwill to
reporting units
- Disclose significant assumptions, if applicable - Use of an income based or market based approach
- Cash flows
- Growth rates
- Discount rates
- Use of a weighted average cost of capital or a cost of equity method
- Risk applications
- Control Premiums

Your response indicates that you will consider disclosing the requested information in future filings.  Please show  us in your supplemental response what
the revisions will look like.

Item 9A – Controls a nd Procedures, page 47

2. We have reviewed your response to prior comment 10.  We note from your most
recent response that “the company had not completed the implementation of a
control framework for Precision by December 31, 2008.”  This implies that you did not have internal control over financ ial reporting consistent with a suitable
control framework as described in SEC Release No. 33-8810 and therefore, we do not understand how management was able to  conclude that internal control over

Mr. Mac McConnell
DXP Enterprises, Inc.
August 24, 2009 Page 3 of 4
financial reporting was effective in ma king its assessment under Item 308(a) of
Regulation S-K.  Please advise  or revise your disclosure.

Also, while we acknowledge your reference to AS5 in your prior response, it does
not appear from the attesta tion report, your disclosures,  or your responses to our
comments thus far that there is any scope limitation that exists that cannot be overcome by the Company or its auditors. If  the auditors were  unable to express
an opinion because of the timing in whic h they received certain audit evidence,
we reissue our prior comment to have them  conclude their audit work in order to
express an opinion as required by Rule 2-02( f) of Regulation S-X.  However, if an
internal control over financial reporting consistent with a suitable control
framework did not exist as of December 31, 2008 as you explain in your response, it does not appear that this would limit th e auditors’ ability to express an opinion
either which may be an adverse opinion.  Please amend your filing accordingly to
include an acceptable attestation report.

Item 15 – Exhibits, Financial Statement Schedules, page 49

3. In response to comment 13 of our letter dated June 25, 2009, you advise us that
you will file all of the exhi bits and schedules to Exhi bit 10.24 yet, to date, it does
not appear as though you have filed these ma terials.  Please advise us in this
regard or otherwise promptly file the om itted exhibits and schedules to the subject
agreement.

FORM 10-Q FOR THE PERI OD ENDED MARCH 31, 2009
 Item 6 - Exhibits

Exhibit 32.1 – Certification of Chief Execu tive Officer pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of  the Sarbanes-Oxley Act of 2002

4. Refer to comment 14 of our letter da ted June 25, 2009.  Promptly amend your
Form 10-Q for the period ended March 31, 2009 to include Section 906
certifications with the proper date.  See Exhibit 32.1 of th e subject report.

*    *    *    *

Please respond to these comments within  10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested 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 reviewing your responses to our comments.

Mr. Mac McConnell
DXP Enterprises, Inc. August 24, 2009 Page 4 of 4
You may contact Era Anagnosti, Staff A ttorney, at (202) 551-3369 or, in her
absence, Jay Ingram, Legal Branch Chief, at (202) 551-3397 if you have any questions
regarding legal or disclosure matters.  Pleas e contact Jeffrey Gordon, Staff Accountant, at
(202) 551-3866 or, in his absence, the undersigned at (202) 551-3689 if you have
questions regarding comments on the financia l statements and related matters.

 Sincerely,
 John Hartz
 Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

    corres081009.htm

    August
10, 2009

    Mr.
Jeffrey Gordon

    Staff
Accountant

    Division
of Corporation Finance

    United
States Securities and Exchange Commission

    Washington,
DC 20549-7010

    RE:           DXP
Enterprises, Inc.

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

    Form 10-Q for the period ended March
31, 2009

    Schedule 14A filed on April 29,
2009

    File No. 0-21513

    Dear Mr.
Gordon:

    I have
reviewed the comments contained in your letter to me dated June 25,
2009.  My responses are keyed to your comments.

    DXP
Enterprises, Inc. (“DXP”) acknowledges that:

              ·

              DXP
      is responsible for the adequacy and accuracy of the disclosure in our
      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

              ·

              DXP
      may not assert staff comments as a defense in any proceeding initiated by
      the Commission or any person under the federal security laws of the United
      States.

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

    Item 7 – Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page
11.

    Liquidity and Capital
Resources, page 14

              1.

              In
      future filings if it ever becomes reasonably likely that DXP will not
      comply with any significant covenant, DXP will provide comprehensive
      disclosures about the requirements, including disclosing the ratios/actual
      amounts versus minimum/maximum ratio amounts permitted under any and all
      material borrowings.  DXP understands it may also be necessary
      to show specific computations used to arrive at the actual ratios with
      corresponding reconciliations to US GAAP amounts, if
      applicable.

    Discussion of Critical
Accounting Policies, page 17

              2.

              DXP
      will disclose in future filings the deductibles associated with each risk
      for which it has significant deductibles (self insurance).  DXP
      will also quantify the dollar amount of its self insurance accruals for
      each period presented.

    Following
are the example disclosures regarding self-insurance reserves which will be
included in future filings:

    Self-insured
Insurance and Medical Claims

    We
generally retain up to $100,000 of risk for each claim for workers compensation,
general liability, automobile and property loss.  We accrue for the
estimated loss on self-insured portion of these claims.  The accrual
is adjusted quarterly based upon reported claims information.  The
actual cost could deviate from the recorded estimate.

    We
generally retain up to $100,000 of risk on each medical claim for our employees
and dependents. We accrue for the estimated outstanding balance of unpaid
medical claims for our employees and their dependents.  The accrual is
adjusted monthly based on recent claims experience.  The actual claims
could deviate from recent claims experience and be materially different from the
reserve.

    The
accrual for these claims at June 30, 2009 and December 31, 2008 were
approximately $1.0 million and $1.3 million, respectively.

    Goodwill and Long-lived
Asset Recovery, page 32

              3.

              DXP
      will consider disclosing the following in future
  filings:

              ·

              The
      reporting unit level at which DXP’s goodwill for impairment and its basis
      for that determination;

              ·

              Each
      of the valuation methodologies DXP used to value goodwill (if multiple
      approaches are used), including sufficient information to enable a reader
      to understand how each of the methods used differ, the assumed benefits of
      a valuation prepared under each method, and why management selected these
      methods as being the most meaningful for the company in preparing the
      goodwill impairment analyses;

              ·

              How
      DXP weights each of the methods used including the basis for that
      weighting (if multiple approaches are
used);

              ·

              A
      qualitative and quantitative description of the material assumptions used
      and a sensitivity analysis of those assumptions based upon reasonably
      likely changes; and

              ·

              How
      the assumptions and methodologies used for valuing goodwill in the current
      year have changed since the prior year highlighting the impact of any
      changes.

    In
particular DXP will:

              ·

              Explain
      how it identified reporting units

              ·

              Explain
      how it assigned assets, liabilities, deferred taxes and goodwill to
      reporting units

              ·

              Disclose
      significant assumptions, if
applicable

              o

              Use
      of an income based or market based
approach

              o

              Cash
      flows

              o

              Growth
      rates

              o

              Discount
      rates

              o

              Use
      of a weighted average cost of capital or a cost of equity
      method

              o

              Risk
      applications

              o

              Control
      premiums

    Item 8 – Financial
Statements and Supplementary Data, page 20

    General

              4.

              In
      future filings DXP will present its statement of comprehensive income
      within (1) its statement of operations, (2) its statement of equity, or
      (3) as a separate financial
statement.

    Report of Independent
Registered Public Accounting Firm on Financial Statements, page
21

              5.

              DXP
      confirms that its auditors conducted their audit in accordance with the
      standards of Public Company Accounting Oversight Board (United States) as
      required by PCAOB Auditing Standard No. 1.  DXP’s auditors will
      revise their audit opinions in future filings to indicate that the audits
      were conducted in accordance with the standards of the Public Company
      Accounting Oversight Board (United
States).

    Note 1 – Organization and
Significant Accounting Policies, page 28

    General

              6.

              DXP
      will disclose in future filings the types of expenses that DXP includes in
      the cost of sales line item and the types of expenses that DXP includes in
      the selling, general and administrative expense line item.  DXP
      will also disclose that DXP includes inbound freight charges and internal
      transfer costs in the cost of sales line item and includes purchasing and
      receiving costs, inspection costs, warehousing costs, and the other costs
      of its distribution network in the selling, general and administrative
      expense line item.   DXP will disclose in MD& A that
      its gross margins may not be comparable to those of other entities, since
      some entities include all of the costs related to their distribution
      network in cost of sales and others like DXP exclude a portion of them
      from gross margin, including them instead in selling, general and
      administrative expense.

              7.

              DXP
      will disclose in future filings that depreciation and amortization are
      included in cost of sales and in selling, general and administrative
      expense.

    Note 13 – Fair Value of
Financial instruments, page 44

              8.

              If
      material in the future, DXP will enhance its disclosure in future filings
      to provide a reconciliation of the beginning and ending balances of its
      fair value measurements using significant unobservable inputs in
      accordance with paragraph 32(c) of SFAS 157.  DXP will also
      present the disclosures required by paragraphs 32(d) and (e) of SFAS 157,
      as applicable.

    Note 16 – Quarterly
Financial Information (Unaudited), page 46

              9.

              DXP
      will present in future filings its basic earnings per share for each
      quarter presented.

    Item 9A – Controls and
Procedures, page 47

              10.

              On
      September 10, 2007, DXP completed the acquisition of Precision Industries,
      Inc.  Precision’s sales during 2006 were over $297 million,
      which exceeded DXP’s 2006 sales.  During 2008 DXP was working to
      convert Precision to DXP’s computer system.  In October DXP
      converted Precision’s general ledger, accounts payable and accounts
      receivable functions on to DXP’s system.  Later it became
      obvious we were not going to complete full conversion in
      2008.  We therefore began documenting, remediating and testing
      Precision’s internal controls.  We did not complete the
      documentation and testing of Precision’s internal controls until the end
      of January 2009.

              SEC
      rules require management to base its evaluation of the effectiveness of
      the Company’s internal control over financial reporting on a suitable,
      recognized control framework (also known as control criteria) established
      by a body or group that followed due-process procedures, including the
      broad distribution of the framework for public comment.  As the
      company had not completed its implementation of a control framework for
      Precision by December 31, 2008, our auditors concluded that a scope
      limitation existed.  According to AS5, appendix C, paragraph C3
      “The auditor can express an opinion on the company’s internal control over
      financial reporting only if the auditor has been able to apply the
      procedures necessary in the circumstances.  If there are
      restrictions on the scope of the engagement, the auditor should withdraw
      from the engagement or disclaim an opinion.  A disclaimer of
      opinion states that the auditor does not express an opinion on the
      effectiveness of internal control over financial
    reporting.”

    Item 15 – Exhibits,
Financial Statement Schedules, page 49

              11.

              DXP
      will file an amendment to correct
this.

              12.

              In
      future filings, DXP will file asset purchase agreements and similar
      agreements as number (2) exhibits pursuant to Item 601(b)(2) of Regulation
      S-K.

              13.

              DXP
      will file all of the exhibits and the schedules to the Credit Agreement
      dated August 28, 2008 (Exhibit
10.24).

    FORM 10-Q FOR THE PERIOD
ENDED MARCH 31, 2009

    Item 6 –
Exhibits

    Exhibit 32.1 – Certification
of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

              14.

              DXP
      will amend its filing and re-file exhibits 32.1 certifications with the
      correct dates.

    DEFINITIVE PROXY STATEMENT
ON SCHEDULE 14A FILED ON APRIL 29, 2009

    Compensation Discussion and
Analysis, page 9

    Incentive Cash Bonuses, page
10

              15.

              In
      future filings we would propose to include the additional disclosure along
      the lines of the following paragraphs as the first and second paragraphs
      under “Incentive Cash Bonuses”:

              Each
      of our Named Executives is eligible to receive an incentive cash
      bonus.  Under the terms of the employment agreement with our
      chief executive officer, he is entitled to receive a bonus of 5% of our
      profit before tax income, which is determined and paid on a monthly
      basis.  The Compensation Committee can decide to pay all or a
      portion of this bonus in the form of restricted stock.  The
      determination of whether the bonus is to be paid in cash or shares of
      restricted stock is be made prior to the date on which the amount of the
      bonus is determined.  If shares of restricted stock will be
      issued, the number of shares is determined by dividing the portion of the
      bonus to be paid in restricted stock by the closing price of a share of
      our common stock on the last day of the month for which the bonus was
      earned, rounded up to the nearest whole
share.

              Under
      the terms of the employment agreement with our chief financial officer, he
      is entitled to receive a bonus in cash of 0.75% of our profit before
      income tax, which is determined and paid on a monthly
    basis.

              At
      the beginning of each year, our chief executive officer makes a
      recommendation to the Compensation Committee, which the Committee reviews
      and approves,  regarding whether our other Named Executives will
      receive an incentive cash bonus and, if so, the amount of the bonus, which
      is a percentage of our profit before income tax, less a bogey, determined
      and paid monthly.  In 2009, the incentive cash bonus percentages
      for Messrs. Oliver, Vinson and Jeffery were 1.0%, 1.0% and 1.0%,
      respectively.  The amounts of the bogey were $20 million, $14
      million and $18 million,
respectively.

    Equity-Based Compensation,
page 10

              16.

              The
      value of the 9,680 shares of restricted stock awarded to Mr. Little was
      $100,000 on the grant date.  Sales increased 65.8% and net
      income increased 49.2% in 2008 from 2007, therefore Mr. Little earned the
      maximum award.  DXP confirms that the determination of the award
      amount for growth between 10% -20% is made on a straight line
      basis.

              17.

              In
      future filings, we will expand the disclosure regarding the equity awards
      to discuss the factors the Compensation Committee considered in
      determining the grant of equity-based compensation to our Named
      Executives.  An example of such expanded disclosure
      follows:

              First
      sentence:  The Compensation Committee awards equity-based
      compensation to reward past performance and to retain our Named Executives
      by granting awards that vest over
time.

              Penultimate
      sentence of first paragraph under “Equity-Based
      Compensation”:  The first award granted to Mr. Little under this
      program was a grant of 9,680 shares of restricted stock on March 31, 2009,
      which represented the full $100,000 award available due to the achievement
      by the Company of an increase in excess of 20% of both sales and net
      income.

              Last
      paragraph under “Equity-Based Compensation”:  The Compensation
      Committee determines whether grants of equity-based compensation will be
      given to the other Named Executives each year based on the performance of
      the Company as a whole, the performance of the business unit for which the
      Named Executive is responsible and the contribution that the Named
      Executive made to the Company, together with a recommendation of our chief
      executive officer.  No equity-based compensation awards were
      made to the other Named Executives during 2008 or based upon 2008
      results.

    Grants of Plan-Based Awards,
page 16

              18.

              In
      future filings we will include appropriate disclosure rather than refer to
      the disclosure in the Summary Compensation
  Table.

    Please
contact me at 713-996-4897 if you have any questions regarding this letter or to
confirm that the staff will have no further comments of our filing.

    Sincerely,

    /s/ Mac
McConnell

    Mac
McConnell

    Senior
Vice President & CFO

    MM:sb

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
June 25, 2009
 Mr. Mac McConnell Senior Vice President and Chief Financial Officer DXP Enterprises, Inc. 7272 Pinemont Houston, TX  77040
 RE: Form 10-K for the fiscal year ended December 31, 2008
  Form 10-Q for the peri od ended March 31, 2009
  Schedule 14A filed on April 29, 2009
  File No. 0-21513

Dear Mr. McConnell:
We have reviewed these filings and have the following comments.  If you
disagree with a comment, 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.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing 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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

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

Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 11

Liquidity and Capital Resources, page 14

1. Your debt includes covenants that are rest rictive, and/or require that you satisfy
certain financial ratios. We note that you were in compliance with all of your debt
covenants at December 31, 2008.  In future  filings if it ever becomes reasonably
likely that you will not comply with any significant covenant, please provide
comprehensive disclosures about the requirements, including disclosing the

Mr. Mac McConnell
DXP Enterprises, Inc.
June 25, 2009 Page 2 of 7
ratios/actual amounts versus minimum/ maximum ratio amounts permitted under
any and all material borrowings. We note th at actual information was provided for
the leverage ratio, but not the Fixed Ch arge Coverage ratio. It may also be
necessary to  show specific computations used to arrive at the actual ratios with
corresponding reconciliations to US GAAP am ounts, if applicable.  See Sections
I.D and IV.C of the SEC Interpretive Release No. 33-8350 and Question 10 of our FAQ Regarding the Use of Non-GAAP Fi nancial Measures dated June 13, 2003.
 Discussion of Critical Accounting Policies, page 17

2. You indicate that you are self insured for insurance and medical claims.  Given that you consider the accounting for thes e accruals to be a critical accounting
policy, please disclose in future filings your excess loss limits associated with each risk you are self-insured for.  Please also disclose each risk for which you do not have excess loss limits.  Please also quantify the dollar amount of your self insurance accruals for each period pr esented.  Please show us in your
supplemental response what the revisions will look like.
 Goodwill and Long-lived Asset Recovery, page 32

3. You have a significant amount of long- lived assets, goodwill and intangibles
assets, and you have recognized your account ing for these assets as a critical
policy.  In the interest of providing readers with a better insight into
management’s judgments in accounting for goodwill and long-lived assets, please consider disclosing the following in future filings:
• The reporting unit level at which you test goodwill for impairment and your
basis for that determination;
• Each of the valuation methodologie s used to value goodwill (if multiple
approaches are used), including sufficien t information to enable a reader to
understand how each of the methods used differ, the assumed benefits of a
valuation prepared under each method, a nd why management selected these
methods as being the most meaningful for the company in preparing the goodwill impairment analyses;
• How you weight each of the methods used including the basis for that
weighting (if multiple approaches are used);
• A qualitative and quantitative description of the material assumptions used
and a sensitivity analysis of those assumptions based upon reasonably likely
changes; and
• How the assumptions and methodologies used for valuing goodwill in the
current year have changed since the prio r year highlighting the impact of any
changes.

Mr. Mac McConnell
DXP Enterprises, Inc.
June 25, 2009 Page 3 of 7
In particular:

- Explain how you identified reporting units
- Explain how you assigned assets, liabilities, deferred taxes and goodwill to            reporting units
- Disclose significant assumptions, if applicable - Use of an income based or market based approach
- Cash flows
- Growth rates
- Discount rates
- Use of a weighted average cost of capital or a cost of equity method
- Risk applications
- Control Premiums
 Item 8 – Financial Statements and Supplementary Data, page 20

 General

4. We note your presentation of comprehensiv e income on page 45.  Paragraph 22 of
SFAS 130 requires a statement of comprehens ive income that is displayed with
the same prominence as your other financia l statements.  As such, please present
your statement of comprehensive income within (1) your statement of operations,
(2) your statement of equity, or (3) as a se parate financial statement.  Please revise
in future filings accordingly.
 Report of Independent Registered Public A ccounting Firm on Financial Statements, page
21

5. Your auditors indicate in their report that their audits were conducted in
accordance with “auditing” standards of the Public Company Accounting
Oversight Board (United States).  Plea se confirm to us in your supplemental
response that your auditors conducted their audit in accordance with the standards of the Public Company Accounting Oversight Board (United States) as required by PCAOB Auditing Standard No. 1.  See also SEC Release 33-8422, Commission Guidance Regarding the P ublic Company Accounting Oversight
Board's Auditing and Related Professional Pr actice Standard No. 1.  If the audits
were conducted in accordance with th e standards of the Public Company
Accounting Oversight Board (U nited States), please have  your auditors revise
their audit opinions in future filings to indicate that fact.

Mr. Mac McConnell
DXP Enterprises, Inc.
June 25, 2009 Page 4 of 7   Note 1 – Organization and Significa nt Accounting Policies, page 28

General

6. Please disclose in future filings the types of expenses that you include in the cost
of sales line item and the types of expens es that you include in the selling, general
and administrative expenses line item.  Pl ease also disclose whether you include
inbound freight charges, purchasing and receiving costs, inspection costs,
warehousing costs, internal transfer costs,  and the other costs of your distribution
network in the cost of sales line item.  With the exception of warehousing costs, if
you currently exclude a portion of these cost s from cost of sales, please disclose:
• in a footnote the line items that thes e excluded costs are included in and the
amounts included in each line item for each period presented, and
• in MD&A that your gross margins may not  be comparable to those of other
entities, since some entities include all of the costs related to their distribution
network in cost of sales and others like you exclude a portion of them from
gross margin, including them instead in a line item, such as selling, general
and administrative expenses.

7. Please disclose in future filings the line item(s) in which you include depreciation and amortization.  If you do not allocat e a portion of your  depreciation and
amortization to cost of sales, please also revise your presentation to comply with
SAB Topic 11:B, which would include re vising the cost of sales title and
removing the gross profit subtotal throughout the filing.

Note 13 – Fair Value of Financial Instruments, page 44

8. If material in the future, please enhan ce your disclosure in future filings to
provide a reconciliation of the beginning and ending balances of your fair value
measurements using significant unobservable  inputs in accordance with paragraph
32(c) of SFAS 157.  Please also present the disclosures required by paragraphs
32(d) and (e) of SFAS 157, as applicable.
 Note 16 – Quarterly Financial Information (Unaudited), page 46

9. Please present in future filings your basic earnings per share for each quarter presented.  See Item 302 of Regulation S-K.
 Item 9A – Controls a nd Procedures, page 47

10. Please amend your filing to include an a ttestation report on internal control over
financial reporting from your independent auditors that clearly states their opinion
on the effectiveness of internal control over financial reporting in accordance with

Mr. Mac McConnell
DXP Enterprises, Inc.
June 25, 2009 Page 5 of 7
Rule 2-02(f) of Regulation S-X.  We don't believe that the timing in which
management completed their assessment or provided any documentation to the
accountants should impact the ability of the independent auditors to express an
opinion on the effectiveness of the Comp any’s internal control over financial
reporting in accordance with PCAO B Auditing Standard No. 5.

Item 15 – Exhibits, Financial Statement Schedules, page 49

11. It appears that the audit report on the financial statem ent schedule listed in the
index appearing under Item 15(2) is not signed.  Please file an amendment to
correct this.  Please include new certifica tions that are currently dated in your
amended Form 10-K.

12. Pursuant to Item 601(b)(2) of Regulation S-K, in future filings, please file asset purchase agreements and similar agre ements as number (2) exhibits.
  13. We note that you have not filed all of the exhibits and the schedules to the Credit
Agreement dated August 28, 2008 (E xhibit 10.24).  Please advise.

FORM 10-Q FOR THE PERI OD ENDED MARCH 31, 2009

 Item 6 - Exhibits

 Exhibit 32.1 – Certification of Chief Execu tive Officer pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of  the Sarbanes-Oxley Act of 2002

14. Please amend your filing and refile exhi bit 32.1 certification with the correct
dates.

DEFINITIVE PROXY STATEMENT ON SCHEDULE 14A FI LED ON APRIL 29,
2009
 Compensation Discussion and Analysis, page 9

Incentive Cash Bonuses, page 10

15. Please disclose the “appropriate formul a” for purposes of the incentive bonus
plan.  Further, please disclose the percen tage of the pre-tax income payable as a
bonus to the named executives other the CEO.  Please also discuss whether the bonus was paid monthly during fiscal year 2008, and how you calculated and determined the ultimate bonus amount payable to each named executive (the
amounts disclosed in the summa ry compensation table).

Mr. Mac McConnell
DXP Enterprises, Inc.
June 25, 2009 Page 6 of 7   Equity-Based Compensation, page 10

16. Please explain value the award of 9,680 shares  of restricted stock to Mr. Little
represented on the grant date, as well as what the level of sales and net income increase was at the time of the award.  Please confirm that the determination of
the award amount for growth between 10%- 20% is made on a straight line, or
otherwise disclose how that determination is made.
 17. Please expand the disclosure regarding th e equity awards made to the named
executives to discuss in detail the fact ors the compensation committee considered
in determining the specific levels of  this component of your compensation
program.  Please understand that discussion of the various items of corporate and
individual performance that were considered by the compensation committee must be accompanied by a complete quali tative and quantita tive discussion of
how the committee determined to award each specific element of the equity-based compensation in 2008.  For each named executive state the factors that were considered in deriving each component of the equity-based compensation and provide substantive analysis and insight into why the compensation committee determined that the levels of compensation were appropriate in light of the factors
considered.
 Grants of Plan-Based Awards, page 16

18. Please tell us why you have not disclosed a ny values in the Grants of Plan-Based
Awards table as required by Item 402(d) of  Regulation S-K.  As disclosed in the
summary compensation table, payment of incentive cash bonuses under the Executive Plan would warrant disclosure  here.  Please advise, or otherwise
include appropriate disclosure in future filings.

*    *    *    *
 Please respond to these comments within  10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested 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 reviewing 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 required under the Securities Ex change Act of 1934 and that they have
provided all information investors require fo r an informed decision.  Since the company

Mr. Mac McConnell
DXP Enterprises, Inc. June 25, 2009 Page 7 of 7   and its management are in possession of all f acts 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 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.
You may contact Era Anagnosti, Staff A ttorney, at (202) 551-3369 or, in her
absence, Jay Ingram, Legal Branch Chief, at (202) 551-3397 if you have any questions
regarding legal or disclosure matters.  Pleas e contact Jeffrey Gordon, Staff Accountant, at
(202) 551-3866 or, in his absence, the undersigned at (202) 551-3689 if you have
questions regarding comments on the financia l statements and related matters.

 Sincerely,
 John Hartz
 Senior Assistant Chief Accountant

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

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                      May 25, 2007
Mac McConnell
Senior Vice President and Chief Financial Officer DXP Enterprises, Inc. 7272 Pinemont Houston, Texas 77040
 RE: DXP Enterprises, Inc.
Form 10-K for Fiscal Year  Ended December 31, 2006
Form 10-Q for Fiscal Quarter Ended March 31, 2007 File No. 0-21513

Dear Mr. McConnell:

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 Ernest Greene, Staff Accountan t, at (202) 551-3733 or in his absence, to
the undersigned at (202) 551-3769.

       S i n c e r e l y ,           R u f u s  D e c k e r         A c c o u n t i n g  B r a n c h  C h i e f

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

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             May 21, 2007
 Mac McConnell Senior Vice President and Chief Financial Officer DXP Enterprises, Inc. 7272 Pinemont Houston, Texas 77040
 RE: DXP Enterprises, Inc.
Form 10-K for Fiscal Year  Ended December 31, 2006
Form 10-Q for Fiscal Quarter Ended March 31, 2007
File No. 0-21513

Dear Mr. McConnell:

We have reviewed your letter date d May 10, 2007 and have the following
comments.  Where indicated, we think you should revise your disclosures in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requir ements and to enhance the
overall disclosure in your filing.  We look forw ard to working with you in these respects.
We welcome any questions you may have about our comments or on a ny other aspect of
our review.  Feel free to call us at the phone numbers listed below.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2006

 General

1. Where a comment below requests additional disclosures or other revisions, please
show us what the revisions will look like in your supplemental response.  All
revisions should be included in your future  filings, including your interim filings
where appropriate.

Financial Statements
 3. Acquisitions

2. We have read your response to comment  four from our letter dated April 23,
2007.  You indicate that the weighted average useful life for the vendor

Mr. Mac McConnell
May 21, 2007 Page 2
agreements was 20 years.  Please tell us how you determined that twenty years is
the appropriate useful life of your ve ndor agreements in accordance with
paragraph 11 of SFAS 142.  Please also provide the disclosures for intangible
assets as required by paragraph 44 of SFAS 142.
 3. We have read your response to comment five from our letter  dated April 23, 2007.
Please tell us what types of intangible a ssets are included in your estimate of
intangible assets related to the 2006 acquisi tions.  Please also tell us and disclose
the useful life of each major intangible asse t class included in your estimate.
 4. Inventories

4. We have read your response to comment  six from our letter dated April 23, 2007.
Please show us what your revised disclosure will look like.
 9. Commitments and Contingencies

 5. We have read your response to comment  seven from our letter dated April 23,
2007.  You indicate that you do not believe that additional losses exceeding $20
are reasonably possible.  However, it is st ill unclear whether you believe losses in
the range of $0 to $20 million are reasonably possible.  If true, please disclose
your belief that losses rela ted to these pending claims ar e not reasonably possible.
Otherwise, please revise your discussi on to include each of the disclosures
required by paragraph 10 of SFAS 5 and question 2 in SAB Topic 5:Y.

*    *    *    *

Please respond to these comments within  10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review .  Please file your response on EDGAR as a correspondence
file.  Please understand that we may have additional comments after reviewing your
responses to our comments.
You may contact Ernest Greene, Staff Accountant, at (202) 551-3733, or the
undersigned at (202) 551-3769, if you have questions regarding comments on the
financial statements and related matters.         Sincerely,            R u f u s  D e c k e r
       Accounting Branch Chief

CORRESP
1
filename1.htm

      Response dated 05-22-2007 to SEC Correspondence

    May
      22,
      2007

    VIA
      FACSIMILE: 202-772-9368

    Mr.
      Ernest Greene

    Staff
      Accountant

    Division
      of Corporation Finance

    United
      States Securities and Exchange Commission

    Washington,
      DC 20549-7010

    RE:  DXP
      Enterprises, Inc.

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

File
      No.
      0-21513

    Dear
      Mr.
      Greene:

    I
      have
      reviewed the comments contained in your letter to me dated May 21, 2007. My
      responses are keyed to your comments.

    3. Acquisitions

    2. The
      two
      vendor agreements under discussion are Goulds Pumps and Viking Pump. The
      acquired company has been a distributor of Goulds Pumps since 1986 and Viking
      Pump since 1971. According to industry sources these two pump manufacturers
      rarely terminate distribution agreements. DXP expects the distribution
      agreements with these two vendors to contribute to cash flows for at least
      the
      next twenty years.

    Following
      are the example disclosures for intangible assets as required by paragraph
      44 of
      SFAS 142 which will be included in future filings:

    Goodwill
      and Other Intangible Assets

    Goodwill
      and other intangible assets attributable to our reporting units are tested
      for
      impairment by comparing the fair value of each reporting unit with its carrying
      value. Significant estimates used in the determination of fair value include
      estimates of: future cash flows, future growth rates; costs of capital and
      market multiples. As required under current accounting standards, we test for
      impairment annually at year end unless factors otherwise indicate that
      impairment may have occurred. We did not have any impairments under the
      provisions of SFAS No. 142 as of December 31, 2006.

    Goodwill
      totaled $15.1 million at December 31, 2006 and represents the excess of the
      Company’s purchase cost over the fair value of the net assets of acquired
      businesses, net of previously recorded amortization and impairment expense.
      The
      net book value of other intangible assets at December 31, 2006 was $7.7 million.
      Other intangible assets consist primarily of the value assigned to such items
      as
      customer relationships and vendor agreements in connection with the allocation
      of purchase price for acquisitions under SFAS No. 142. Other intangible assets
      are generally amortized on a straight-line basis over their expected useful
      lives. No amortization expense was recorded in 2005 and 2004. All goodwill
      and
      other intangible assets pertain to the MRO segment.

    A
      summary
      of goodwill and other intangible assets follows:

    Acquired
      Other Intangible Assets

              As
                of December 31, 2006

              Gross
                Carrying

              Amount

              Accumulated

              Amortization

              Amortized
                intangible assets

              Vendor
                agreements

              $3,281

              $
                (178)

              Customer
                relationships

              5,069

              (441)

              Total

              8,350

              (619)

              Aggregate
                Amortization Expense:

              For
                year ended 12-31-2006

              $
                646

              Estimated
                Amortization Expense:

              For
                year ended 12-31-2007

              $
                760

              For
                year ended 12-31-2008

              $
                760

              For
                year ended 12-31-2009

              $
                760

              For
                year ended 12-31-2010

              $
                760

              For
                year ended 12-31-2011

              $
                760

    The
      weighted average useful lives of acquired intangibles related to vendor
      agreements and customer relationships are 20 years and 8.9 years, respectively.
      The weighted useful life of acquired other intangibles in total is 11.4
      years.

    Of
      the
      $15.1 million balance of goodwill at December 31, 2006, $13.8 million is
      expected to be deductible for tax purposes.

    Goodwill

    The
      changes in the carrying amount of goodwill for the year ended December 31,
      2006
      are as follows:

              Total

              Balance
                as of January 1, 2006

              $7,436

              Goodwill
                acquired during year

              14,690

              Impairment
                losses

              -

              Goodwill
                reclassified as other intangibles

              (7,002)

              Balance
                as of December 31, 2006

              $15,124

    3. All
      of
      the estimate of intangible assets related to the 2006 acquisitions relate to
      customer relationships. I estimated the weighted average useful life of these
      intangible assets to be seven years. These intangible assets and the related
      useful life are included in the example disclosure included in my response
      to
      comment number 2 above.

    4. Inventories

          4.

            The
              revised disclosure regarding inventories which will be included in
              future
              filings follows:

    The
      Company uses the LIFO method of inventory valuation for approximately 79% of
      its
      inventories. Remaining inventories, consisting primarily of used equipment,
      work
      in process, and products used to fabricate, repair and remanufacture customer
      specific pump packages, are accounted for using the FIFO method.

    9. Commitments
      and Contingencies

      5.
      DXP
      believes that losses related to the $20 million claim by a major energy company
      are not reasonably possible. In future filings the disclosure of this claim
      will
      include the following statement, ‘DXP currently believes that losses related to
      this claim are not reasonably possible.”

    Please
      contact me at 713-996-4897 if you have any questions regarding this letter
      or to
      confirm that the staff will have no further comments on our filing.

    Sincerely,

    Mac
      McConnell

    Senior
      Vice President & CFO

CORRESP
1
filename1.htm

    May
      10,
      2007

    VIA
      FACSIMILE: 202-772-9368

    Mr.
      Ernest Greene

    Staff
      Accountant

    Division
      of Corporation Finance

    United
      States Securities and Exchange Commission

    Washington,
      DC 20549-7010

    RE:
       DXP
      Enterprises, Inc.

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

    File
      No.
      0-21513

    Dear
      Mr.
      Greene:

    I
      have
      reviewed the comments contained in your letter to me dated April 23, 2007.
      My
      responses are keyed to your comments.

    DXP
      Enterprises, Inc. (“DXP”) acknowledges that:

          ·

            DXP
              is responsible for the adequacy and accuracy of the disclosure in our
              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

          ·

            DXP
              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.

    Financial
      Statements

    Report
      of Independent Registered Public Accounting Firm

          2.

            I
              confirm that our auditors conducted their audits in accordance with
              “standards” of the Public Company Accounting Oversight Board (United
              States) instead of “auditing” standards. In future filings our auditors
              will revise all three of their reports
              accordingly.

    Consolidated
      Statement of Cash Flows

          3.

            “Payments
              for employee taxes related to exercise of stock options” in the amount of
              $3,906,000 recorded as cash flows from financing activities in 2005
              represents cash remitted by DXP to the IRS for required federal employee
              withholding and the employee portion of Medicare tax due by the employee
              on the compensation recognized by our CEO upon completing a cashless
              option exercise. All of these amounts were included on the employee’s W-2
              as withheld from the employeee’s paycheck and remitted to the IRS. DXP
              withheld, from the cashless exercise, shares valued at the amount of
              the
              employee taxes remitted by DXP. The withholding of shares by DXP is
              comparable to a purchase of treasury stock and is therefore recorded
              under
              cash flows from operating activities.

              3.

              Acquisitions

    4. At
      December 31, 2006, $16,964,000 and $6,464,000 (net of $538,000 of amortization)
      of our total purchase price for acquisitions completed in fiscal 2005 and 2006
      were allocated to goodwill and other intangibles, respectively. Both of these
      amounts are disclosed on the face of the December 31, 2006 balance sheet
      contained in our 2006 Form 10-K. Of the amounts allocated to other intangibles,
      $3,568,000 was allocated to vendor agreements and $2,896,000 was allocated
      to
      customer relationships. DXP will disclose these amounts separately in future
      filings. The weighted average useful life for the vendor agreements and the
      customer relationships was 20 years and 10.5 years, respectively. DXP will
      separately disclose the useful lives of other intangibles in future filings.

    5. Based
      upon the results of the final allocations which have been completed for DXP
      acquisitions, I estimate that $1,840,000 will be allocated to other intangible
      assets related to the 2006 acquisitions. Assuming a weighted average seven
      year
      life of these intangible assets, the December 31, 2006 accumulated amortization
      for these intangible assets would have been $108,000 if the intangible assets
      had been recorded at the date of acquisition. In the future, I will attempt
      to
      allocate between goodwill and other intangible assets as part of the initial
      preliminary allocation process.

              4.

              Inventories

    6. DXP
      does
      not value similar types of inventory using both LIFO and FIFO. The inventory
      valued using FIFO consists primarily of used equipment, work in process and
      products used as parts to fabricate, repair and remanufacture customer specific
      pump packages. Inventories of products held in stock for resale to customers
      are
      valued using LIFO.

          9.

            Commitments
              and Contingencies

          7.

            Based
              on the facts and circumstances, DXP does not believe that additional
              losses exceeding $20 million are reasonably possible in this matter.

    12.     Segment
      Data

          8.

            DXP
              does not have any operations outside of the United States of America
              (“USA”). DXP does not have sales personnel operating outside of the USA.
              Some of our customers have shipped the products we sold to them to
              locations outside the USA. However, DXP rarely ships products to locations
              outside the USA. DXP does not own any long-lived assets located outside
              of
              the United States of America. I do not believe DXP is required to provide
              enterprise-wide disclosures in accordance with paragraphs 36 through
              38 of
              SFAS 131.

    Item
      15. Exhibits, Financial Statement Schedules

          9.

            In
              future filings, DXP will file all applicable exhibits as actual exhibits
              to our filing.

    Please
      contact me at 713-996-4897 if you have any questions regarding this letter
      or to
      confirm that the staff will have no further comments on our filing.

    Sincerely,

    /s/Mac
      McConnell
Mac
      McConnell

    Senior
      Vice President & CFO

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

       DIVISION OF
CORPORATION FINANCE

VIA FACSIMILE AND U.S. MAIL

                                                                             April 23, 2007
 Mac McConnell Senior Vice President and Chief Financial Officer DXP Enterprises, Inc. 7272 Pinemont Houston, Texas 77040
 RE: DXP Enterprises, Inc.
Form 10-K for Fiscal Year  Ended December 31, 2006
File No. 0-21513

Dear Mr. McConnell:
   We have reviewed your filing and have  the following comments.  If you disagree
with a comment, 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.  In some of our comments, we  may ask you to provide us with information
so we may better understand your disclosure.  After reviewing 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 on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2006

 General

1. Where a comment below requests additional disclosures or other revisions, please
show us what the revisions will look like in your supplemental response.  All
revisions should be included in your future  filings, including your interim filings
where appropriate.

Mr. Mac McConnell
April 23, 2007 Page 2  Financial Statements

 Report of Independent Regist ered Public Accounting Firm

 2. Please confirm that your auditors conducte d their audits in accordance with
“standards” of the Public Company Acc ounting Oversight Board (United States)
instead of “auditing” standards.  In future filings, please arrange with your
auditors to have them revise all th ree of their reports accordingly.

Consolidated Statement of Cash Flows

 3. It is unclear how you determined that it was appropriate to record payments for
employee taxes related to exercise of stoc k options as financing cash flows, as
opposed to operating cash flows, in fiscal  2005.  Please tell us whether these were
payroll taxes or income taxes.  If these were payroll taxes, refer to EITF Topic D-
83.  If these were income taxes, please  tell us the guidance you are relying upon
and how you applied it as well.
 3. Acquisitions

4. Please disclose and tell us how much of your total purchase price for acquisitions
in fiscal 2005 and 2006 was allocated to goodwill. Please also disclose how much
was allocated to other intangibles separa tely.  For the amounts allocated to other
intangibles, please disclose the amounts al located to customer relationships and
vendor agreements separately.  Your present disclosure under goodwill and other
intangible assets of up to twenty years is too broad.  Please disc lose the useful life
for customer relationships and vendor ag reements separately.  See paragraph 52
of SFAS 141.
 5. You should make an effort to allocat e between goodwill and other intangible
assets as part of the initial preliminary allocation process.  You should not default
to goodwill until the allocation process is finalized, and then reclass the entire
other intangible asset amount from g oodwill, like you do now.  Please tell us
based upon your best estimates, the amount that should have been allocated to
other intangible assets as of December 31, 2006 rela ted to the 2006 acquisitions.
 4. Inventories

6. You should use one inventory method for sim ilar types of inventories.  A mixture
of methods should only be used for differe nt types of inventories, particularly
when there are valid business reasons fo r doing so.  Please disclose which types
of inventory you use each method for.  Please disclose whether you use both
methods for any similar types of inventory.  If so, please also  disclose your basis
for doing this.

Mr. Mac McConnell
April 23, 2007 Page 3  9. Commitments and Contingencies

 7. We note that you were sued for damages exceeding $20 million.  You also
indicate that you plan to vigorously defe nd these claims.  If true, please confirm
that additional losses related to these pending claims are not reasonably possible.
If not, please revise your disc ussion to include each of the disclosures required by
paragraph 10 of SFAS 5 and que stion 2 in SAB Topic 5:Y.
 12. Segment Data

 8. Please provide enterprise-wide disclosu res in accordance with paragraphs 36
through 38 of SFAS 131.
Item 15. Exhibits, Financial Statement Schedules

 9. In future filings, please file all applicab le exhibits including but not limited to
your list of subsidiaries, consent of your  auditors and your sections 302 and 906
certifications, as actual exhibits to your filing instead of incl uding these exhibits
at the end of your filing.

*    *    *    *

  Please respond to these comments with in 10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review .  Please file your response on EDGAR as a correspondence
file.  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
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

Mr. Mac McConnell
April 23, 2007 Page 4
• 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.
You may contact Ernest Greene, Staff Accountant, at (202) 551-3733, or the
undersigned at (202) 551-3769, if you have questions regarding comments on the
financial statements and related matters.         Sincerely,            R u f u s  D e c k e r
       Accounting Branch Chief