SecProbe.io

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CORRESP

 VIA EDGAR

February 3, 2026

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Trade &
Services

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Nicholas Nalbantian

Re:
 MarineMax, Inc. (the “Registrant”)

Registration Statement on Form S-3

Filed January 29, 2026

File No. 333-293055 (the “Registration Statement”)

Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, the Registrant hereby requests that the effective date of the Registration Statement be accelerated so that the Registration Statement shall become effective on February 3, 2026, or as
soon thereafter as practicable.

Very truly yours,

MARINEMAX, INC.

/s/ Michael H. McLamb

Michael H. McLamb,

Executive Vice President and

Chief Financial Officer

January 30, 2026
W. Brett McGill
Chief Executive Officer
MarineMax Inc.
501 Brooker Creek Boulevard
Oldsmar, FL 34677
Re:MarineMax Inc.
Registration Statement on Form S-3
Filed January 29, 2026
File No. 333-293055
Dear W. Brett McGill:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Nicholas Nalbantian at 202-551-7470 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Michael Mills

October 31, 2024
Michael H. McLamb
Chief Financial Officer
MarineMax, Inc.
2600 McCormick Drive, Suite 200
Clearwater, FL 33759
Re:MarineMax, Inc.
Form 8-K
Filed March 12, 2024
File No. 001-14173
Dear Michael H. McLamb:
            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 Life Sciences
cc:Manny Alvare

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CORRESP

 October 15, 2024

VIA EDGAR

 Pearlyne Paulemon

Suzanne Hayes

 Division of Corporate Finance

Office of Life Sciences

 Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

Re:
 MarineMax, Inc.

Form 8-K

Amendment No. 1 to Form 8-K

Response dated June 11, 2024

File No. 001-14173

Dear Ms. Paulemon and Ms. Hayes:

 On behalf of
MarineMax, Inc. (“MarineMax”), I am writing in response to the comments set forth in your letter dated October 4, 2024 (the “Comment Letter”). For the convenience of the Staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “SEC”), the Staff’s comment is repeated below, along with MarineMax’s response to the comment set forth immediately following such comment.

Comment #1

 Amended Form 8-K filed April 1, 2024

 Item 1.05 Material Cybersecurity Incidents, page 1

1. We note that as of the date of your filing, the incident had not had a material impact on your operations and you were still in the process of
determining whether it is reasonably likely to materially impact your financial condition or results of operations. Please confirm that, in future filings, where you have not determined if the incident has had a material impact to the company or is
reasonably likely to have a material impact to the company, including its financial condition and results of operations, you will consider filing disclosures under Item 8.01 of Form 8-K rather than Item 1.05
of Form 8-K.

 Response to Comment #1

We acknowledge the Staff’s comment regarding Items 1.05 and 8.01 of Form 8-K. In future filings, where we have not
determined if the incident has had a material impact to the Company or is reasonably likely to have a material impact to the Company, including its financial condition and results of operations, we will consider filing disclosures under Item 8.01 of
Form 8-K rather than Item 1.05 of Form 8-K.

 The Company believes that the
foregoing responds fully to the question in the Comment Letter. If you have any questions or comments regarding this response or require any additional information, please do not hesitate to contact me at (727)
531-1700.

Respectfully submitted,

MarineMax, Inc.

By:

/s/ Michael H. McLamb

Michael H. McLamb

Chief Financial Officer

Cc:
 W. Brett McGill, Chief Executive Officer and President, MarineMax, Inc.

Manny Alvare, Chief Legal Officer, MarineMax, Inc.

Michael M. Mills, Jr., Esq., Holland & Knight LLP

Shardul Desai, Esq., Holland & Knight LLP

October 4, 2024
Michael H. McLamb
Chief Financial Officer
MarineMax, Inc.
2600 McCormick Drive, Suite 200
Clearwater, FL 33759
Re:MarineMax, Inc.
Form 8-K
Amendment No. 1 to Form 8-K
Response dated June 11, 2024
File No. 001-14173
Dear Michael H. McLamb:
            We have reviewed your June 11, 2024  response to our comment letter and have the
following comment.
            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
the 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. Unless we
note otherwise, any references to prior comments are to comments in our June 3, 2024 letter.
Amended Form 8-K filed April 1, 2024
Item 1.05 Material Cybersecurity Incidents, page 1
1.We note that as of the date of your filing, the incident had not had a material impact on
your operations and you were still in the process of determing whether it is reasonably
likely to materially impact your financial condition or results of operations. Please
confirm that, in future filings, where you have not determined if the incident has had a
material impact to the company or is reasonably likely to have a material impact to the
company, including its financial condition and results of operations, you will consider
filing disclosures under Item 8.01 of Form 8-K rather than Item 1.05 of Form 8-K.
            Please contact Pearlyne Paulemon at 202-551-8714 or Suzanne Hayes at 202-551-3675
with any questions.

October 4, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Manny Alvare

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CORRESP

 June 11, 2024

VIA EDGAR

 Pearlyne Paulemon

Suzanne Hayes

 Division of Corporate Finance

Office of Life Sciences

 Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

Re:
 MarineMax, Inc.

 
 Form 8-K

 
 Filed March 12, 2024

 
 Amendment No. 1 to Form 8-K

 
 Filed April 1, 2024

 
 File No. 001-14173

Dear Ms. Paulemon and Ms. Hayes,

 On
behalf of MarineMax, Inc. (“MarineMax”), I am writing in response to the comments set forth in your letter dated June 3, 2024 (the “Comment Letter”). For the convenience of the Staff of the Division of Corporation Finance
(the “Staff”) of the Securities and Exchange Commission (the “SEC”), the Staff’s comment is repeated below, along with MarineMax’s response to the comment set forth immediately following such comment.

Comment #1

 Form 8-K filed March 12, 2024

 Item 1.05 Material Cybersecurity Incidents, page 0

1. We note the statement that you experienced a cybersecurity incident in your Form 8-K filed on March 12,
2024. Please advise us as to why you determined to file under Item 1.05 of Form 8-K given the statement that the incident had not had a material impact on your operations, and you were still in the process of
determining whether the incident was reasonably likely to materially impact your financial conditions or results of operations.

 Response to Comment #1

On March 10, 2024, MarineMax determined that it had experienced a cybersecurity incident. More specifically, MarineMax was the victim of a
ransomware attack. Upon detection, MarineMax immediately took containment actions and initiated its business continuity protocols. Although the containment action resulted in some disruption to a portion of its business, MarineMax’s business
and retail operations were not disrupted for an extended period of time, and the company’s operation was able to continue in all material respects. As such, as of March 12, 2024, the incident and containment efforts did not have a material
impact on the company’s operations.

 Nevertheless, the Supreme Court has held that a fact is material if there is “a substantial
likelihood that the . . . fact would have been viewed by the reasonable investor as having significantly altered the ‘total mix’ of information made available.” TSC Industries v. Northway, Inc., 426 U.S. 438, 449 (1976); see Basic,
Inc. v. Levinson, 485 U.S. 224 (1988). MarineMax determined that, even though the company’s operation was able to continue in all material respects and that the company was still in the process of determining whether the incident was
reasonably likely to materially impact its financial condition or results of operations, a reasonable investor may view a recent cybersecurity incident that was under investigation by the company as a fact that significantly altered the “total
mix” of information made available. That is, a reasonable shareholder may determine to divest or not to increase their investment in MarineMax upon knowing that it recently experienced a cybersecurity incident that was under investigation, even
though the company’s operation was able to continue in all material respects.

 MarineMax, thus, determined the cybersecurity incident
to be material and decided to file under Item 1.05 of Form 8-K to inform investors of the following: MarineMax experienced a recent cybersecurity incident, containment measures resulted in some disruption to a
portion of the company’s business, the company’s operations have continued in all material respects, the company has engaged cybersecurity experts as part of its investigation of the incident, the investigation remains ongoing, and the
company is still in the process of determining whether the incident is reasonably likely to materially impact the company’s financial conditions or results of operations. In addition, on April 1, 2024, MarineMax filed an Amendment to its
Form 8-K filed on March 12, 2024 upon learning additional information from its ongoing investigation.

MarineMax believes that the foregoing responds fully to the question in the Comment Letter. If you have any questions or comments regarding
this response or require any additional information, please do not hesitate to contact me at (727) 531-1700.

Respectfully submitted,

MarineMax, Inc.

By:

 /s/ Michael H. McLamb

Michael H. McLamb

Chief Financial Officer

Cc:
 W. Brett McGill, Chief Executive Officer and President, MarineMax, Inc.

 
 Manny Alvare, Chief Legal Officer, MarineMax, Inc.

 
 Michael M. Mills, Jr., Esq., Holland & Knight LLP

 
 Shardul Desai, Esq., Holland & Knight LLP

United States securities and exchange commission logo
June 3, 2024
Michael H. McLamb
Chief Financial Officer
MarineMax, Inc.
2600 McCormick Drive, Suite 200
Clearwater, FL 33759
Re:MarineMax, Inc.
Form 8-K
Filed March 12, 2024
Amendment No. 1 to Form 8-K
Filed April 1, 2024
File No. 001-14173
Dear Michael H. McLamb:
            We have reviewed your filing and have the following comment.
            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 8-K filed March 12, 2024
Item 1.05 Material Cybersecurity Incidents, page 0
1.We note the statement that you experienced a cybersecurity incident in your Form 8-K
filed on March 12, 2024. Please advise us as to why you determined to file under Item
1.05 of Form 8-K given the statement that the incident had not had a material impact on
your operations, and you were still in the process of determining whether the incident was
reasonably likely to materially impact your financial conditions or results of operations.

            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 Pearlyne Paulemon at 202-551-8714 or Suzanne Hayes at 202-551-3675
with any other questions.

 FirstName LastNameMichael H. McLamb
 Comapany NameMarineMax, Inc.
 June 3, 2024 Page 2
 FirstName LastName
Michael H. McLamb
MarineMax, Inc.
June 3, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Manny Alvare

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CORRESP

 February 8, 2021

 Securities
and Exchange Commission

 Division of Corporation Finance

Office of Trade & Services

 100 F Street, N.E.

Washington, D.C. 20549

 Attention: Ms. Cara Wirth

Re:
 MarineMax, Inc. (the “Registrant”)

Registration Statement on Form S-3

Filed December 2, 2020

File No. 333-251083 (the “Registration Statement”)

Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, the Registrant hereby requests that the effective date of the Registration Statement be accelerated so that the Registration Statement shall become effective on February 11, 2021, or as
soon thereafter as practicable.

Very truly yours,

MARINEMAX, INC.

 /s/ Michael H. McLamb

Michael H. McLamb,

Executive Vice President and

Chief Financial Officer

United States securities and exchange commission logo
December 10, 2020
W. Brett McGill
Chief Executive Officer and President
MarineMax, Inc.
2600 McCormick Drive, Suite 200
Clearwater, FL 33759
Re:MarineMax, Inc.
Registration Statement on Form S-3
Filed December 2, 2020
File No. 333-251083
Dear Mr. McGill:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cara Wirth at (202) 551-7127 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Robert J. Grammig

United States securities and exchange commission logo
July 21, 2020
W. Brett McGill
Chief Executive Officer
MarineMax, Inc.
2600 McCormick Drive
Suite 200
Clearwater, FL 33759
Re:MarineMax, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2019
Filed December 3, 2019
File No. 001-14173
Dear Mr. McGill:
            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

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CORRESP

 July 15, 2020

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Trade &
Services

 100 F Street, NE

 Washington, D.C. 20549

Attention: James Giugliano and Rufus Decker

Re:
 MarineMax, Inc.

 Form 10-K for the Fiscal Year Ended September 30, 2019

 Filed December 3, 2019

 Form 8-K Filed October 29, 2019

 File No. 001-14173

Dear Mr. Giugliano and Mr. Decker:

 Per our previous
conversations with the Securities and Exchange Commission, for the fiscal year ended September 30, 2019, we have performed an impairment analysis by retail location asset group, and concluded that the results from the analysis by retail
location asset group do not materially differ from the analysis by regional asset group. We believe no impairment of long-lived assets existed as of September 30, 2019. If, during future periods, a material difference arises in the impairment
analysis by retail location asset group versus regional asset group, we will revisit our accounting policy and, if needed, discuss our accounting policy with the Securities and Exchange Commission Office of the Chief Accountant.

If you have any questions or comments regarding this response or require any additional information, please do not hesitate to contact me at (727) 531-1700.

 Respectfully submitted,

MarineMax, Inc.

By:

/s/ Michael H. McLamb

Michael H. McLamb

Chief Financial Officer

CC:
 W. Brett McGill, Chief Executive Officer and President, MarineMax, Inc.

Robert J. Grammig, Esq., Holland & Knight LLP

Joseph F. Cannella, Partner, KPMG LLP

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CORRESP

 May 12, 2020

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Trade &
Services

 100 F Street, NE

 Washington, D.C. 20549

Attention: James Giugliano and Rufus Decker

Re:
 MarineMax, Inc.

 Form 10-K for the Fiscal Year Ended September 30, 2019

 Filed December 3, 2019

 Form 8-K Filed October 29, 2019

 File No. 001-14173

Dear Mr. Giugliano and Mr. Decker:

On behalf of MarineMax, Inc. (“MarineMax”), I am writing in response to the comments set forth in your letter dated April 15,
2020 (the “Comment Letter”). For the convenience of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”), the Staff’s comments are repeated below,
along with MarineMax’s response to each comment set forth immediately following such comment.

 Comment #1

Form 10-K for the Fiscal Year Ended September 30, 2019

Consolidated Financial Statements

 Note 2
– Significant Accounting Policies

 Impairment of Long-Lived Assets, page F-10

1.
 In your response to comment 1, you cite certain synergies—such as dealer agreements, fulfilling
customer sales orders, management personnel, marketing, and other shared administrative resources--as part of your conclusion that each region is the lowest level of independent cash flows. Please explain in
greater detail each of these synergies, including:

•

 specifically how each synergy operates within a region;

•

 why these synergies are of such significance that each location within a region is dependent on the other
locations within that region; and

•

 why these synergies make the lower-level cash flows of the locations not largely independent of each other.

 Securities and Exchange Commission

May 12, 2020

  Page
 2
 of 4

 Response to Comment #1

We have a customer-centric sales model that is based upon regional coordination and synergies between locations within our regions. Our
locations have never been designed to be stand-alone operations. Dealer agreements are generally for specific regions and territories. Regions have different brands that are popular depending on bodies of water located within the region. For
example, in our Minnesota region Nautique is especially popular, whereas in our West Florida region Boston Whaler is especially in demand. Therefore, we focus on different brands in different regions. If a location does not have the specific boat a
customer is looking for in stock, the customer’s request is shared with other locations in the region to fulfill the order creating significant synergies between locations within a region. As disclosed in our Form
10-K for the fiscal year ended September 30, 2019 (the “Form 10-K”), our average selling price for a new boat in fiscal 2019 was approximately $204,000.
New boat sales for leads generated within a region involving multiple locations can be significant, especially for large yachts, creating significant synergies between locations within a region. Locations within our regions also frequently share
customers for our other lines of business, such as parts, service, brokerage, finance and insurance, storage, and charter services, in addition to sharing inventory focused upon the more popular brands in the region creating significant synergies
between locations. The teamwork and coordination from our sales and management team to service our customers and provide excellent customer service across our lines of business is performed at the regional level creating significant synergies
between locations within a region.

 Regions are overseen by regional presidents. Regional presidents are responsible for the overall
strategy, budget, capital expenditures, staffing, and any major operational decision for the region. This management structure results in significant teamwork and coordination between locations within a region resulting in synergies between
locations within a region. Further, pricing of our inventory is done on a regional level. Business managers and service team managers oversee departments at locations within the region creating further synergies between locations within a region.
Marketing responsibilities and functions are also performed by regional marketing coordinators in each region and by our marketing team located at our headquarters in Clearwater, Florida. Marketing events, such as boat shows and online digital
marketing strategies, are shared expenses among locations within a region creating additional synergies between regions. Locations within a region generally participate in the same boat shows. Marketing messages, promotions, and strategies are
coordinated at a regional level. In keeping with our customer focus in our regions, accounting, inventory management, accounts payable, payroll, and human resources functions are performed by our headquarters in Clearwater, Florida. This allows our
regional sales, service, and management teams to remain focused on servicing our customers. Managerial responsibilities and individual team member responsibilities for these shared administrative functions, including marketing, are assigned by
region and not by location. For all of the above reasons, we believe our regions are currently the lowest level for which identifiable cash flows are largely independent as significant synergies exist between locations within a region.

 Securities and Exchange Commission

May 12, 2020

  Page
 3
 of 4

 Additionally, if a location is closed, the asset or regional asset group with the closed
location is reviewed for impairment and any impairment loss on the asset or the regional asset group is recognized at the time of the store closure. The majority of our machinery and equipment can be moved from a closed location to a different
location in the region and this practice has been followed frequently in the past. All of our regions experienced strong operating performance in fiscal 2019. Lastly, we have owned many of our locations for over 15 years and have made considerable
investments during that time. We believe the market value of our assets or asset group is generally well in excess of our cost basis.

 Comment #2

 Form 10-K for the Fiscal Year Ended September 30, 2019

Consolidated Financial Statements

 Note 2
– Significant Accounting Policies

 Impairment of Long-Lived Assets, page F-10

2.
 In your response to comment 1, you indicate that dealer agreements are aligned at the regional level and
not at the retail location level. With a focus on your more significant dealer agreements (including, but not limited to, Brunswick Corporation and Azimut- Benetti Group), please elaborate further and tell us:

•

 the nature of these dealer agreements (e.g., what they entail, approximate number of agreements, their size
and scope, etc.);

•

 whether each region has separate/freestanding dealer agreements or the agreements are negotiated
centrally/nationally; and

•

 whether the dealer agreements align perfectly with your regions, whether certain dealer agreements
encompass only portions of a region, or whether there is overlap encompassing several regions.

 Response to Comment #2

 Our dealer agreements with Brunswick Corporation (“Brunswick”) and the Azimut-Benetti Group (“Azimut”) are
described in detail in Item 1. Business (specifically, pages 16-19) of our Form 10-K. The Brunswick agreements appoint certain of our operating subsidiaries as a dealer
for the retail sale, display, and servicing of all Sea Ray or Boston Whaler products, parts, and accessories currently or in the future sold by Sea Ray or Boston Whaler, as applicable. The agreements specify a designated geographical territory and
dealer region or location for the dealer, which is exclusive to the dealer. We are parties to dealership agreements with Azimut for the retail sale, display, and

 Securities and Exchange Commission

May 12, 2020

  Page
 4
 of 4

servicing of designated Azimut products and parts sold by Azimut. The Azimut agreements grant us the exclusive right to sell the Azimut products and parts in designated geographical areas. Sales
of new Brunswick boats accounted for approximately 36% of our revenue in fiscal 2019, and sales of new Azimut boats and yachts accounted for approximately 9% of our revenue in fiscal 2019. No purchases of new boats and other marine related products
from any other manufacturer accounted for more than 10% of our revenue in fiscal 2019. Additionally, in Item 1. Business (specifically, page 4) of our Form 10-K includes details by product line and current
geographic region which corresponds to our dealer agreements. Our dealer agreements grant us the exclusive right to sell products in designated geographic areas. We have approximately 35 dealer agreements including agreements with engine
manufacturers. As disclosed in Item 1. Business (specifically, page 4) of our Form 10-K, our product lines, which correspond to our dealer agreements, vary in scope and size in terms of the geographic regions
covered. Dealer agreements are negotiated by our executive management team in Clearwater, Florida, which allows our regions to focus on customer interaction. Some dealer agreements are particular to a specific region, some agreements encompass
several regions and some are nationwide. Regardless of the geographical scope of any particular dealer agreement, all of them are implemented along regional lines.

We reiterate that dealer agreements are only one of the synergies that exist primarily at the regional level. The other previously discussed
synergies of fulfilling customer sales orders, management personnel, marketing, and other shared administrative resources are of similar importance in determining the lowest level for which identifiable cash flows are largely independent.
Nevertheless, we will review our dealer agreements and other synergies in future reviews for impairment to ensure we are continuing to identify the lowest level of cash flows which are largely independent.

MarineMax believes that the foregoing responds fully to each of the questions in the Staff’s April 15, 2020 Comment Letter. If you
have any questions or comments regarding these responses or require any additional information, please do not hesitate to contact me at (727) 531-1700.

Respectfully submitted,

MarineMax, Inc.

By:

/s/ Michael H. McLamb

Michael H. McLamb

Chief Financial Officer

CC:
 W. Brett McGill, Chief Executive Officer and President, MarineMax, Inc.

 Robert J. Grammig, Esq., Holland & Knight LLP

 Joseph F. Cannella, Partner, KPMG LLP

CORRESP
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CORRESP

 April 28, 2020

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Trade &
Services

 100 F Street, NE

 Washington, D.C. 20549

Attention: James Giugliano and Rufus Decker

Re:
 MarineMax, Inc.

 Form 10-K for the Fiscal Year Ended September 30, 2019

 Filed December 3, 2019

 Form 8-K Filed October 29, 2019

 File No. 001-14173

Dear Mr. Giugliano and Mr. Decker:

 I am writing on
behalf of MarineMax, Inc. (“MarineMax”). MarineMax acknowledges receipt of the letter dated April 15, 2020 (the “Comment Letter”) containing comments from the Staff of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Staff”) to Mr. W. Brett McGill, Chief Executive Officer, in which the Staff has requested certain information with respect to the above-referenced Form 10-K and
Form 8-K. We are working expeditiously to respond to the Comment Letter. We respectfully request an extension for our response to the Comment Letter to no later than May 13, 2020. This extension will
ensure that we can devote the appropriate time and resources to consider the Staff’s comments and prepare our response. Thank you for your consideration.

If you have any questions, please do not hesitate to contact me at (727) 531-1700.

Respectfully submitted,

MarineMax, Inc.

By:

/s/ Michael H. McLamb

Michael H. McLamb

Chief Financial Officer

 Securities and Exchange Commission

April 28, 2020

  Page
 2
 of 2

CC:
 W. Brett McGill, Chief Executive Officer and President, MarineMax, Inc.

 Robert J. Grammig, Esq., Holland & Knight LLP

 Joseph F. Cannella, Partner, KPMG LLP

April 15, 2020
W. Brett McGill
Chief Executive Officer
MarineMax, Inc.
2600 McCormick Drive
Suite 200
Clearwater, FL 33759
Re:MarineMax, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2019
Filed December 3, 2019
Response dated April 7, 2020
File No. 001-14173
Dear Mr. McGill:
            We have reviewed your April 7, 2020 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
March 30, 2020 letter.
Form 10-K for the Fiscal Year Ended September 30, 2019
Consolidated Financial Statements
Note 2 – Significant Accounting Policies
Impairment of Long-Lived Assets, page F-10
1.In your response to comment 1, you cite certain synergies--such as dealer agreements,
fulfilling customer sales orders, management personnel, marketing, and other shared
administrative resources--as part of your conclusion that each region is the lowest level of
independent cash flows.  Please explain in greater detail each of these synergies,
including:
•specifically how each synergy operates within a region;

 FirstName LastNameW. Brett McGill
 Comapany NameMarineMax, Inc.
 April 15, 2020 Page 2
 FirstName LastName
W. Brett McGill
MarineMax, Inc.
April 15, 2020
Page 2
•why these synergies are of such significance that each location within a region is
dependent on the other locations within that region; and
•why these synergies make the lower-level cash flows of the locations not largely
independent of each other.
2.In your response to comment 1, you indicate that dealer agreements are aligned at the
regional level and not at the retail location level.  With a focus on your more significant
dealer agreements (including, but not limited to, Brunswick Corporation and Azimut-
Benetti Group), please elaborate further and tell us:
•the nature of these dealer agreements (e.g., what they entail, approximate number of
agreements, their size and scope, etc.);
•whether each region has separate/freestanding dealer agreements or the agreements
are negotiated centrally/nationally; and
•whether the dealer agreements align perfectly with your regions, whether certain
dealer agreements encompass only portions of a region, or whether there is overlap
encompassing several regions.
            You may contact James Giugliano at (202) 551-3319 or Rufus Decker at (202) 551-
3769 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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CORRESP

 April 7, 2020

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Trade &
Services

 100 F Street, NE

 Washington, D.C. 20549

Attention: James Giugliano and Rufus Decker

Re:
 MarineMax, Inc.

Form 10-K for the Fiscal Year Ended September 30, 2019

Filed December 3, 2019

Form 8-K Filed October 29, 2019

File No. 001-14173

Dear Mr. Giugliano and Mr. Decker:

 On behalf of
MarineMax, Inc. (“MarineMax”), I am writing in response to the comments set forth in your letter dated March 30, 2020 (the “Comment Letter”). For the convenience of the Staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “SEC”), the Staff’s comment is repeated below, along with MarineMax’s response to the comment set forth immediately following the comment.

Comment #1

 Form 10-K for the Fiscal Year Ended September 30, 2019

 Consolidated Financial Statements

Note 2 – Significant Accounting Policies

Impairment of Long-Lived Assets, page F-10

1.
 You disclose that you assess impairment of long-lived assets at a regional level because of interdependencies
among your locations. Please tell us in detail what these interdependencies are and how they resulted in your conclusion that each region, rather than each location or store, is the lowest level for which identifiable cash flows are largely
independent of the cash flows of other assets and liabilities. Please also tell us the names of the specific regions used for grouping and how you determined them. Refer to FASB ASC 360-10-35-23 through 35-25.

 Securities and Exchange Commission

April 7, 2020

  Page
 2
 of 3

 Response to Comment #1

The interdependencies among our retail locations for each region primarily result from the dealer agreements with our manufacturers for specific regions and
territories, synergies fulfilling customer sales orders, management personnel, marketing, and other shared administrative resources among the regions. Dealer agreements are aligned at the regional level and not at the retail location level.
Additionally, our acquisitions over the years into new regions and geographic territories generally include the operations of boat dealers with multiple locations over certain geographic areas. These factors have resulted in identifiable cash flows
for each region being largely independent of the cash flows of other regions’ assets and liabilities. We have determined that the regional level is the lowest level for which identifiable cash flows are largely independent of the cash flows of
other assets and liabilities. Based on these interdependencies, our regions are as follows: East Florida, West Florida, North Florida, Florida Northcentral, Carolinas, Georgia, Texas, Oklahoma, New Jersey, New York, Minnesota, Ohio, Missouri, and
New England (which consists of Massachusetts, Connecticut, and Rhode Island). We derive a significant amount of our revenue from the state of Florida, as disclosed in our Form 10-K for the Fiscal Year
Ended September 30, 2019, and as such, Florida is divided further into separate regions due to its high number of retail locations as compared to other states and geographic areas.

Comment #2

 Form 8-K Filed October 29, 2019

 Exhibit 99.1, page 3

2.
 You present a non-GAAP measures called “adjusted net income”
and “adjusted diluted EPS”, which have been adjusted for “unusual items, net”. In future releases, please expand your disclosure to separately quantify each adjustment included in “unusual items, net” and include the
other applicable disclosures required by Item 10(e)(1)(i) of Regulation S-K. Please also tell us the consideration you gave to Question 102.11 of the
Non-GAAP Financial Measures Compliance and Disclosure Interpretations, including presenting the income tax impact attributable to your non-GAAP adjustments as a separate
adjustment and disclosing how it was computed.

 Response to Comment #2

In future releases, we will expand our disclosure to separately quantify each adjustment included in “unusual items, net” (or other similar line
items) and include the other applicable disclosures required by Item 10(e)(1)(i) of Regulation S-K. In addition, we acknowledge the Staff’s comment regarding Question 102.11 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations, and we will present in future releases the income tax impact attributable to each non-GAAP adjustment as
a separate adjustment (including disclosure on how such income tax impact was computed).

 Securities and Exchange Commission

April 7, 2020

  Page
 3
 of 3

 MarineMax believes that the foregoing responds fully to each of the questions in the Staff’s
March 30, 2020 Comment Letter. If you have any questions or comments regarding these responses or require any additional information, please do not hesitate to contact me at (727) 531-1700.

 Respectfully submitted,

 MarineMax, Inc.

 By:

 /s/  Michael H. McLamb

 Michael H. McLamb

 Chief Financial Officer

CC:
 W. Brett McGill, Chief Executive Officer and President, MarineMax, Inc.

 Robert J. Grammig, Esq., Holland & Knight LLP

 Joseph F. Cannella, Partner, KPMG LLP

March 30, 2020
W. Brett McGill
Chief Executive Officer
MarineMax, Inc.
2600 McCormick Drive
Suite 200
Clearwater, FL 33759
Re:MarineMax, Inc.
Form 10-K for the Fiscal Year Ended September 30, 2019
Filed December 3, 2019
Form 8-K Filed October 29, 2019
File No. 001-14173
Dear Mr. McGill:
            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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2019
Consolidated Financial Statements
Note 2 – Significant Accounting Policies
Impairment of Long-Lived Assets, page F-10
1.You disclose that you assess impairment of long-lived assets at a regional level because of
interdependencies among your locations.  Please tell us in detail what these
interdependencies are and how they resulted in your conclusion that each region, rather
than each location or store, is the lowest level for which identifiable cash flows are largely
independent of the cash flows of other assets and liabilities.  Please also tell us the names
of the specific regions used for grouping and how you determined them.  Refer to FASB
ASC 360-10-35-23 through 35-25.

 FirstName LastNameW. Brett McGill
 Comapany NameMarineMax, Inc.
 March 30, 2020 Page 2
 FirstName LastName
W. Brett McGill
MarineMax, Inc.
March 30, 2020
Page 2
Form 8-K Filed October 29, 2019
Exhibit 99.1, page 3
2.You present a non-GAAP measures called “adjusted net income” and “adjusted diluted
EPS”, which have been adjusted for “unusual items, net”.  In future releases, please
expand your disclosure to separately quantify each adjustment included in “unusual items,
net” and include the other applicable disclosures required by Item 10(e)(1)(i) of
Regulation S-K.  Please also tell us the consideration you gave to Question 102.11 of the
Non-GAAP Financial Measures Compliance and Disclosure Interpretations, including
presenting the income tax impact attributable to your non-GAAP adjustments as a
separate adjustment and disclosing how it was computed.
            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 James Giugliano at (202) 551-3319 or Rufus Decker at (202) 551-3769
if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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CORRESP

 January 10, 2018

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, NE, Mail Stop 4561

 Washington, D.C.
20549

 Attention: Mr. Danilo Castelli

Re:
MarineMax, Inc. (the “Registrant”)

Registration Statement on Form S-3

File No. 333-221933 (the “Registration Statement”)

Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, the Registrant hereby requests that the effective date of the Registration Statement be accelerated so that the Registration Statement shall become effective on January 10, 2018, or as
soon thereafter as practicable.

Very truly yours,

MARINEMAX, INC.

 /s/ William H. McGill Jr.

William H. McGill Jr.

Chairman of the Board and

Chief Executive Officer

May 7 , 2014

Via E -mail
William H. McGill , Jr.
Chairman of the Board and  Chief Executive Officer
MarineMax, Inc.
18167 U.S. Highway 19 North , Suite 300
Clearwater, Florida 33764

Re: MarineMax, Inc.
 Form 10-K for the Fiscal Year Ended September 30, 2013
Filed December 6, 2013
File No. 1-14173

Dear Mr. McGill :

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 secur ities laws of the United States.  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 rules requ ire.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief

cc:  Linda Cameron, Executive Assistant

CORRESP
1
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Correspondence

 April 28, 2014

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

 Attention: William H. Thompson,
Accounting Branch Chief

Re:
MarineMax, Inc.

Form 10-K for the Fiscal Year Ended September 30, 2013

Filed December 6, 2013

File No. 001-14173

 Dear Mr. Thompson:

On behalf of MarineMax, Inc. (“MarineMax”), I am writing in response to certain telephone conversations over the past few days between Scott
Stringer, Staff Accountant, and our counsel at Holland & Knight LLP.

 My understanding is that, to assist the Staff of the Division of
Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) in its evaluation of the response of MarineMax dated April 4, 2014, the Staff asked that MarineMax provide certain additional
information. Specifically, the Staff asked that MarineMax provide cost of sales and gross profit calculations for its products and services under two alternatives: (1) with brokerage reflected in the “Products and Rentals” line item
and (2) with brokerage reflected in the “Service” line item. These calculations are presented below.

 The below table reflects brokerage in
the “Products and Rentals” line items.

2011

2012

2013

 Revenue:

 Products and Rentals

438,508

479,791

537,045

 Service

42,386

44,665

47,452

 Total Revenue

480,894

524,456

584,497

 Cost of Sales:

 Products and Rentals

344,423

374,213

416,488

 Service

16,977

16,960

17,156

 Total Cost of Sales

361,400

391,173

433,644

 Gross Profit:

 Products and Rentals

94,085

105,578

120,557

 Service

25,409

27,705

30,296

 Total Gross Profit

119,494

133,283

150,853

 Securities and Exchange Commission

April 28, 2014

  Page
 2
 of 3

 The below table reflects brokerage in the “Service” line items.

2011

2012

2013

 Revenue:

 Products and Rentals

425,951

467,488

523,230

 Service

54,943

56,968

61,267

 Total Revenue

480,894

524,456

584,497

 Cost of Sales:

 Products and Rentals

344,423

374,213

416,488

 Service

16,977

16,960

17,156

 Total Cost of Sales

361,400

391,173

433,644

 Gross Profit:

 Products and Rentals

81,528

93,275

106,742

 Service

37,966

40,008

44,111

 Total Gross Profit

119,494

133,283

150,853

 Finally, as the Staff considers this information, MarineMax believes it is worth noting that as its industry recovers and boat
sales rise (trends MarineMax believes are consistent with recent facts), MarineMax believes the services revenue of MarineMax over the next few years will very likely be less than 10% of its total revenue regardless of how brokerage is classified.

 *        *        *

MarineMax acknowledges the following:

•

MarineMax is responsible for the adequacy and accuracy of the disclosure in its Commission 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

•

MarineMax 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.

MarineMax believes that the foregoing responds fully to Mr. Stringer’s verbal requests. Please let us know if you have any questions about our
responses.

 Securities and Exchange Commission

April 28, 2014

  Page
 3
 of 3

Respectfully submitted,

MarineMax, Inc.

By:

 /s/ Michael H. McLamb

Michael H. McLamb

Chief Financial Officer

cc:
William H. McGill, Jr., Chief Executive Officer, MarineMax, Inc.

Paulee Day, General Counsel, MarineMax, Inc.

Robert J. Grammig, Esq., Holland & Knight LLP

Steven W. McMullen, Partner, KPMG LLP

CORRESP
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filename1.htm

Correspondence

 April 4, 2014

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

 Attention: William H. Thompson,
Accounting Branch Chief

Re:
MarineMax, Inc.

 Form 10-K for the Fiscal Year Ended September 30, 2013

Filed December 6, 2013

File No. 001-14173

 Dear
Mr. Thompson:

 On behalf of MarineMax, Inc. (“MarineMax”), I am writing in response to the comments set forth in your letter dated
March 14, 2014 (the “Comment Letter”). For the convenience of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”), the Staff’s comment is
repeated below, along with MarineMax’s response to the comment set forth immediately following the comment.

 Comment #1

Consolidated Financial Statements, page F-1

Consolidated Statements of Operations, page F-5

1.
 We reviewed your response to comment 1 in our letter dated February 20, 2014. You assert that brokerage services are the sale of brokered
boats, a tangible product. Based on your disclosure, it appears your brokerage service revenue represents “commissions” earned from the sale of brokered boats and yachts. We believe a commission is a fee allotted to an agent for
“services” which includes marketing, sales and promotion and is more akin to service revenue than tangible product revenue. We do not believe the brokering of the sale of tangible property for which you are not the owner and for which you
are paid a commission to market represents the sale of a tangible product. Please tell us whether you are the owner of and take title to the property in these arrangements. If you are not the owner of the property please explain to us why the
commission is not representative of revenue received in exchange for a service. If you determine brokerage revenue represents revenue from services please separately disclose net sales from tangible products and revenues from services and the
amounts of cost of tangible products sold and cost of services in accordance with Rule 5-03 of Regulation S-X. Also,

 Securities and Exchange Commission

April 4, 2014

 Page 2 of 3

in future filings please revise your disclosure to clarify the types of revenue streams, including parts and rentals, included within each of the products and services categories identified on
page 9-14.

 Response to Comment #1

The economic substance of our brokerage transactions is nearly identical to the sale of our used boats. The marketing, sale, and promotional activities for our
broker transactions are the same activities we perform for our used boat customers, often by the same personnel. While we are not the owner of the property in our brokerage transactions, the actual taking title of the property is the only
significant difference between our brokerage revenue transactions and our used boat revenue transactions. Accordingly, we believe it is more meaningful to present brokerage transactions on the same line as used boat transactions (i.e. revenue)
as, in substance, we are facilitating the sale of a tangible product in a brokerage transaction in the same manner as we do for our used boat transactions. Therefore, revenue from services, which includes income from maintenance, repair,
F&I products, and yacht charter represents 8.1 percent of total revenue in 2013. Because revenue associated with services provided is less than 10 percent of total revenues, we have combined this revenue with revenue associated with income from
rentals and tangible products; gross sales less discounts, returns and allowances. We will continue to monitor our percentage of revenue associated with services and modify our disclosures as appropriate should we exceed the 10 percent threshold.

 In future filings we will update the disclosures in our Form 10-K, pages 9-14 under “Products and Services,” within each of the products and
service categories to clarify the types of revenue streams and the percentage from each revenue stream.

 Comment #2

2.
Please tell us your consideration of disclosing revenues for each product and service or each group of similar products and services in the notes to financial statements in accordance with ASC 280-10-50.

 Response to Comment #2

We believe we have complied with the required disclosures of ASC 280-10-50-40. In our Form 10-K on page F-11, the table sets forth percentages of our revenue
generated by certain products and services, for each of last three fiscal years. This table agrees with our disclosures in our Form 10-K, pages 9-14 under “Products and Services” and we believe that this table provides meaningful
information to help investors understand the Company’s revenue streams.

 Securities and Exchange Commission

April 4, 2014

 Page 3 of 3

*        *        *

MarineMax acknowledges the following:

•

MarineMax is responsible for the adequacy and accuracy of the disclosure in its Commission 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

•

MarineMax 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.

MarineMax believes that the foregoing responds fully to each of the questions in the Staff’s March 14, 2014 Comment Letter. Please let us know if
you have any questions about our responses.

Respectfully submitted,

MarineMax, Inc.

By:

 /s/ Michael H. McLamb

Michael H. McLamb

Chief Financial Officer

cc:

William H. McGill, Jr., Chief Executive Officer, MarineMax, Inc.

Paulee Day, General Counsel, MarineMax, Inc.

Robert J. Grammig, Esq., Holland & Knight LLP

Steven W. McMullen, Partner, KPMG LLP

CORRESP
1
filename1.htm

Correspondence

 100 North Tampa Street, Suite 4100 | Tampa, FL 33602 | T 813.227.8500 | F 813.229.0134

Holland & Knight LLP | www.hklaw.com

 Michael M
Mills, Jr.

 (813) 227-6324

 michael.mills@hklaw.com

March 27, 2014

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: William H. Thompson, Accounting Branch Chief

Re:

MarineMax, Inc.

Form 10-K for the Fiscal Year Ended September 30, 2013

Filed December 6, 2013

File No. 001-14173

 Dear Mr. Thompson:

I am writing you on behalf of MarineMax, Inc. (“MarineMax”) in connection with your letter dated March 14, 2014.

The Comment Letter requested that MarineMax provide a response within 10 business days or a notice of when it would provide a response.
MarineMax anticipates providing a response by April 4, 2014.

 Please let me know if you have any questions concerning the foregoing.

Very truly yours,

HOLLAND & KNIGHT, LLP

By:

 /s/ Michael M. Mills, Jr.

Michael M. Mills, Jr.

cc:

William H. McGill, Jr., Chief Executive Officer, MarineMax, Inc.

Paulee Day, General Counsel, MarineMax, Inc.

Michael H. McLamb, Chief Financial Officer, MarineMax, Inc.

Robert J. Grammig, Esq., Holland & Knight LLP

Steven W. McMullen, Partner, KPMG, LLP

 Atlanta | Boston | Chicago | Dallas | Fort Lauderdale | Jacksonville | Lakeland | Los Angeles | Miami | New York | Northern
Virginia | Orlando | Portland | San Francisco | Tallahassee | Tampa | Washington, D.C. | West Palm Beach

March 14 , 2014

Via E -mail
William H. McGill , Jr.
Chairman of the Board and  Chief Executive Officer
MarineMax, Inc.
18167 U.S. Highway 19 North , Suite 300
Clearwater, Florida 33764

Re: MarineMax, Inc.
 Form 10-K for the Fiscal Year Ended September 30, 2013
Filed December 6, 2013
Response dated March 3 , 2014
File No. 001-14173

Dear Mr. McGill :

We have reviewed your response dated March 3 , 2014  and have the following additional
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 this letter within ten business days by amending your filing s, by
providing the requested informati on, 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.

Form 10 -K for Fiscal Year E nded September 30, 2013

Consolidated Financial Statements, page F -1

Consolidated Statements of Operations, page F -5

1. We reviewed your response to comment 1 in our letter dated February 20, 2014.  You
assert that brokerage services are  the sale of brokered  boats, a tangible product.  Based on
your disclosure, it appears your brokerage service revenue represents “commissions”
earned from the sale of brokered boats and yachts.  We believe a commission is a fee
allotted to an agent for “services” which includes  marketing, sales and promotion and is
more akin to service revenue than tangible product revenue.  We do not believe  the
brokering of the sale of tangible property for which you are not the owner and for which
you are paid a commission to market represe nts the sale of a tangible product.  Please tell
us whether you are the owner of and take title to the property in these arrangements.  If
you are not the owner of the property please explain to us why the commission is not
representative of revenue received in exchange for a service.  If you determine brokerage

William H. McGill, Jr.
MarineMax, Inc.
March 14 , 2014
Page 2

 revenue represents revenue from services please separately disclose net sales from
tangible products and revenues from services and the amounts of cost of tangible
products sold and cost of services in ac cordance with Rule 5 -03 of Regulation S -X.  Also,
in future filings please revise your disclosure to clarify the types of revenue streams,
including parts and rentals, included within each of the products and services categories
identified on page 9 -14.

2. Please tell us your consideration of disclosing revenues for each product and service or
each group of similar products and services in the notes to financial statements in
accordance with ASC 280 -10-50.

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

You may contact  Scott Stringer, Staff Accountant , at (202) 551 -3272  or me at (202) 551 -
3344  if you have questions .

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief

cc:  Linda Cameron, Executive Assistant

CORRESP
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filename1.htm

SEC Response Letter

 March 3, 2014

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

 Attention: William H. Thompson,
Accounting Branch Chief

Re:
MarineMax, Inc.

Form 10-K for the Fiscal Year Ended September 30, 2013

Filed December 6, 2013

Definitive Proxy Statement filed on Schedule 14A

Filed January 10, 2014

Comment Letter dated February 20, 2014

File No. 001-14173

 Dear Mr. Thompson:

On behalf of MarineMax, Inc. (“MarineMax”), I am writing in response to the comments set forth in your letter dated February 20, 2014 (the
“Comment Letter”). For the convenience of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”), the Staff’s comment is repeated below, along with
MarineMax’s response to the comment set forth immediately following the comment.

 Comment #1

Form 10-K for Fiscal Year Ended September 30, 2013

Consolidated Financial Statements, page F-1

Consolidated Statements of Operations, page F-5

1.
 You state in your response to comment 2 in our letter dated January 24, 2014 that revenues associated with services is less than 10% of total
revenues. However, we note your disclosure on page 11, which indicates that the aggregate percentage of revenues from maintenance, repair and storage services, F&I products, and brokerage and charter services exceeded 10% of total revenues in
2013. It also appears that aggregate revenues from such services exceeded 10% of total revenues in 2012 and 2011. Please explain to us what revenue streams you include in revenues from services and why any of the

 Securities and Exchange Commission

March 3, 2014

 Page 2 of 3

revenue streams above are properly included in sales of tangible products. In any event, it appears that you should separately disclose net sales from tangible products and revenues from services
and the amounts of cost of tangible products sold and cost of services in accordance with Rule 5-03 of Regulation S-X. Please advise.

Response to Comment #1

 We have considered
the presentation requirements under Rules 5-03 (b)(1) and (2) of Regulation S-X, which require that the statement of income present sales by tangible products, operating revenues of public utilities or others, income from rentals, revenues from
services, and other revenues if income derived from more than one of the categories is greater than 10% of total revenue. Under Rule 5-03 of Regulation S-X, “each class which is not more than 10 percent of the sum of the items may be combined
with another class.”

 Our revenue from services as disclosed in our Form 10-K, pages 9-14 under “Products and Services,” include the
following revenue streams: (a) maintenance, repair, and storage services; (b) F&I products; and (c) yacht charter. As referenced in the disclosure on page 12, approximately 7.6% of our revenue, or $44.7 million, is from
maintenance, repair, and storage services. This amount includes, however, revenue from shop and sublet parts used in the maintenance work ($6.4 million or 1.1% of total revenue), which are sales of tangible products, and revenue from the rental of
slip and storage spaces, which are income from rentals ($7.8 million or 1.3% of total revenue). As referenced in the disclosure on page 14, approximately 0.4% of our revenue, or $2.2 million, is from yacht charter services. This amount includes,
however, revenue from the rental of power and sailing yachts ($1.8 million or 0.3% of total revenue), which are income from rentals. Brokerage services is the sale of brokerage boats, a tangible product, and reflects $13.8 million or 2.4% of total
revenue.

 Revenue from services, which includes income from (a) maintenance, repair, and storage services; (b) F&I products; and
(c) yacht charter represents 8.1% of total revenue or $47.7 million. Because revenue associated with services provided is less than 10% of total revenues, we have combined this revenue with revenue associated with income from rentals and
tangible products; gross sales less discounts, returns and allowances. We will continue to monitor our percentage of revenue associated with services and modify our disclosures as appropriate should we exceed the 10% threshold.

Comment #2

 Definitive Proxy
Statement filed on Schedule 14A

 Incentive Compensation, page 14

2.
We note your response to comment 7 in our letter dated January 24, 2014. In future filings, please revise your disclosure to discuss how difficult it will be for the executive or how likely it will be for the
registrant to achieve the target levels or other factors. Please also discuss in your disclosure any discretion that may be exercised in granting such awards absent attainment of the stated performance goal. Please see Instruction 4 to
Item 402(b) of Regulation S-K.

 Securities and Exchange Commission

March 3, 2014

 Page 3 of 3

 Response to Comment #2

MarineMax will revise the applicable disclosures in future filings in accordance with the Staff’s comment.

*            *
 *

 MarineMax acknowledges the following:

•

MarineMax is responsible for the adequacy and accuracy of the disclosure in its Commission 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

•

MarineMax 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.

MarineMax believes that the foregoing responds fully to each of the questions in the Staff’s February 20, 2014 Comment Letter. Please let us know if
you have any questions about our responses.

Respectfully submitted,

MarineMax, Inc.

By:

 /s/ Michael H. McLamb

Michael H. McLamb

Chief Financial Officer

cc:
William H. McGill, Jr., Chief Executive Officer, MarineMax, Inc.

 Paulee Day, General Counsel,
MarineMax, Inc.

 Robert J. Grammig, Esq., Holland & Knight LLP

Steven W. McMullen, Partner, KPMG LLP

February 20 , 2014

Via E -mail
William H. McGill , Jr.
Chairman of the Board and  Chief Executive Officer
MarineMax, Inc.
18167 U.S. Highway 19 North , Suite 300
Clearwater, Florida 33764

Re: MarineMax, Inc.
 Form 10-K for the Fiscal Year Ended September 30, 2013
Filed December 6, 2013
Definitive Proxy Statement filed on Schedule 14A
Filed January 10, 2014
Response dated February 7, 2014
File No. 1-14173

Dear Mr. McGill :

We have reviewed your response dated February 7, 2014  and have the following
additional 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 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 app ropriate, please tell us why in your response.

Form 10 -K for Fiscal Year Ended September 30, 2013

Consolidated Financial Statements, page F -1

Consolidated Statements of Operations, page F -5

1. You state in your response to comment 2 in our letter dated January 24, 2014 that
revenues associated with services is less than 10% of total revenues.  However, we note
your disclosure on page 11, which indicates that the aggregate percentage of revenues
from maintenance, repair and storage ser vices, F&I products, and brokerage and charter
services exceeded 10% of total revenues in 2013.  It also appears that aggregate revenues
from such services exceeded 10% of total revenues in 2012 and 2011.  Please explain to
us what revenue streams you incl ude in revenues from services and why any of the
revenue streams above are properly included in sales of tangible products.  In any event,
it appears that you should separately disclose net sales from tangible products and

William H. McGill, Jr.
MarineMax, Inc.
February 20 , 2014
Page 2

 revenues from services and the am ounts of cost of tangible products sold and cost of
services in accordance with Rule 5 -03 of Regulation S -X.  Please advise.

Definitive Proxy Statement filed on Schedule 14A

Incentive Compensation, page 14

2. We note your response to comment 7  in our letter dated January 24, 2014 .  In future
filings, please revise your disclosure to discuss how difficult it will be for the executive
or how likely it will be for the registrant to achieve the target levels or other
factors.   Please also discuss i n your disclosure any discretion that may be exercised in
granting such awards absent attainment of the stated performance goal.   Please see
Instruction 4 to Item 402(b) of Regulation S -K.

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

You may contact  Scott Stringer, Staff Accountant , at (202) 551 -3272  or me at (202) 551 -
3344  if you have questions regarding comments on the financial statements and related matt ers.
Please contact Scott Anderegg, Staff Attorney , at (202) 551 -3342  if you have questions
regarding any other comments.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief

cc:  Linda Cameron, Executive Assistant

CORRESP
1
filename1.htm

CORRESP

 February 7, 2014

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

 Attention: William H. Thompson,
Accounting Branch Chief

Re:
MarineMax, Inc.

 Form 10-K for the Fiscal Year Ended September 30, 2013

 Filed December 6, 2013

Definitive Proxy Statement filed on Schedule 14A

Filed January 10, 2014

File No. 001-14173

 Dear
Mr. Thompson:

 On behalf of MarineMax, Inc. (“MarineMax”), I am writing in response to the comments set forth in your letter dated
January 24, 2014 (the “Comment Letter”). For the convenience of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”), the Staff’s comment is
repeated below, along with MarineMax’s response to the comment set forth immediately following the comment.

 Comment #1

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 45

Application of Critical Accounting Policies, page 46

1.
Your disclosure of critical accounting policies should supplement, not duplicate, the description of accounting policies that are disclosed in the notes to financial statements. Rather, you should provide an analysis
of the uncertainties associated with the methods, assumptions and estimates underlying your critical accounting measurements to provide greater insight into the quality and variability of information regarding your financial condition and operating
performance. When critical accounting estimates and assumptions are based on matters that are highly uncertain, you should also provide an analysis of their specific sensitivity to change based on other outcomes that are reasonably likely to occur.
In future filings, please revise your disclosures accordingly. Please show us what the revisions would look like.

 Securities and Exchange Commission

February 7, 2014

  Page
 2
 of 11

 Response to Comment #1

MarineMax will review and revise the applicable disclosures in future filings in accordance with the Staff’s comment. MarineMax proposes to revise its
critical accounting policies to read as follows in future filings (subject to future revisions based on future potential changes in MarineMax’s critical accounting policies or underlying business):

Application of Critical Accounting Policies

 We have
identified the policies below as critical to our business operations and the understanding of our results of operations. The impact and risks related to these policies on our business operations is discussed throughout Management’s Discussion
and Analysis of Financial Condition and Results of Operations when such policies affect our reported and expected financial results.

 In the ordinary
course of business, we make a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements in conformity with accounting principles generally accepted
in the United States. We base our estimates on historical experiences and on various other assumptions that we believe are reasonable under the circumstances. The results form the basis for making judgments about the carrying values of assets and
liabilities that are not necessarily readily apparent from other sources. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe that the following discussion addresses our most critical
accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require our most difficult, subjective, and complex judgments, often as a result of the need to make estimates
about the effect of matters that are inherently uncertain.

 Revenue Recognition

We recognize revenue from boat, motor, and trailer sales and parts and service operations at the time the boat, motor, trailer, or part is delivered to or
accepted by the customer or the service is completed. We recognize deferred revenue from service operations and slip and storage services on a straight-line basis over the term of the contract or when service is completed. We recognize commissions
earned from a brokerage sale at the time the related brokerage transaction closes. We recognize commissions earned by us for placing notes with financial institutions in connection with customer boat financing when we recognize the related boat
sales. We recognize marketing fees earned on credit life, accident, disability, gap, and hull insurance products sold by third-party insurance companies at the later of customer acceptance of the insurance product as evidenced by contract execution
or when the related boat sale is recognized. We also recognize commissions earned on extended warranty service contracts sold on behalf of third-party insurance companies at the later of customer acceptance of the service contract terms as evidenced
by contract execution or recognition of the related boat sale.

 Securities and Exchange Commission

February 7, 2014

  Page
 3
 of 11

 Certain finance and extended warranty commissions and marketing fees on insurance products may be charged
back if a customer terminates or defaults on the underlying contract within a specified period of time. Based upon our experience of terminations and defaults, we maintain a chargeback allowance that was not material to our financial statements
taken as a whole as of September 30, 2012 or 2013. Should results differ materially from our historical experiences, we would need to modify our estimate of future chargebacks, which could have a material adverse effect on our operating
margins. We do not believe there is a reasonable likelihood that there will be a change in the future estimates or assumptions we use to calculate our estimate of future chargebacks which would result in a material effect on our operating results.

 Vendor Consideration Received

 We account for
consideration received from our vendors in accordance with FASB Accounting Standards Codification 605-50, “Revenue Recognition—Customer Payments and Incentives” (“ASC 605-50”). ASC 605-50 requires us to classify interest
assistance received from manufacturers as a reduction of inventory cost and related cost of sales as opposed to netting the assistance against our interest expense incurred with our lenders. Pursuant to ASC 605-50, amounts received by us under our
co-op assistance programs from our manufacturers are netted against related advertising expenses. Our consideration received from our vendors contains uncertainties because the calculation requires management to make assumptions and to apply
judgment regarding a number of factors, including our ability to collect amounts due from vendors and the ability to meet certain criteria stipulated by our vendors. We do not believe there is a reasonable likelihood that there will be a change in
the future estimates or assumptions we use to calculate our vendor considerations which would result in a material effect on our operating results.

Inventories

 Inventory costs consist of the amount
paid to acquire inventory, net of vendor consideration and purchase discounts, the cost of equipment added, reconditioning costs, and transportation costs relating to acquiring inventory for sale. We state new and used boat, motor, and trailer
inventories at the lower of cost, determined on a specific-identification basis, or market. We state parts and accessories at the lower of cost, determined on an average cost basis, or market. We utilize our historical experience, the aging of the
inventories, and our consideration of current market trends as the basis for determining a lower of cost or market valuation allowance. Our lower of cost or market valuation allowance contains uncertainties because the calculation requires
management to make assumptions and to apply judgment regarding the amount at which the inventory will ultimately be sold which considers forecasted market trends, model changes, and new product introductions. We do not believe there is a reasonable
likelihood that there will be a change in the future estimates or assumptions we use to calculate our lower of cost or market valuation allowance which would result in a material effect on our operating results. As of September 30, 2012 and
2013, our lower of cost or market valuation allowance was $2.8 million and $1.8 million, respectively. If events occur and market conditions change, causing the fair value to fall below carrying value, the lower of cost or market valuation allowance
could increase.

 Securities and Exchange Commission

February 7, 2014

  Page
 4
 of 11

 Goodwill

We account for goodwill in accordance with FASB Accounting Standards Codification 350, “Intangibles—Goodwill and Other” (“ASC 350”),
which provides that the excess of cost over net assets of businesses acquired is recorded as goodwill. The acquisitions of Bassett Marine, LLC and Parker Boat Company resulted in goodwill of $802,000. In accordance with ASC 350, we review goodwill
for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Our annual impairment test is performed during the fourth fiscal quarter. If the carrying amount of goodwill
exceeds its fair value we would recognize an impairment loss in accordance with ASC 350. As of September 30, 2013, and based upon our most recent analysis, we determined through our qualitative assessment that it is not “more likely than
not” that the fair values of our reporting units are less than their carrying values. As a result, we were not required to perform the two-step goodwill impairment test. The qualitative assessment requires us to make judgments and assumptions
regarding macroeconomic and industry conditions, our financial performance, and other factors. We do not believe there is a reasonable likelihood that there will be a change in the judgments and assumptions used in our qualitative assessment which
would result in a material effect on our operating results.

 Impairment of Long-Lived Assets

FASB Accounting Standards Codification 360-10-40, “Property, Plant, and Equipment—Impairment or Disposal of Long-Lived Assets” (“ASC
360-10-40”), requires that long-lived assets, such as property and equipment and purchased intangibles subject to amortization, be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Recoverability of the asset is measured by comparison of its carrying amount to undiscounted future net cash flows the asset is expected to generate. If such assets are considered to be impaired, the impairment to be
recognized is measured as the amount by which the carrying amount of the asset exceeds its fair market value. Estimates of expected future cash flows represent our best estimate based on currently available information and reasonable and supportable
assumptions. Our impairment loss calculations contain uncertainties because they require us to make assumptions and to apply judgment in order to estimate expected future cash flows. Any impairment recognized in accordance with ASC 360-10-40 is
permanent and may not be restored. Based upon our most recent analysis, we believe no impairment of long-lived assets existed at September 30, 2013. We do not believe there is a reasonable likelihood that there will be a change in the future
estimates or assumptions used to test for recoverability which would result in a material effect on our operating results.

 Securities and Exchange Commission

February 7, 2014

  Page
 5
 of 11

 Stock-Based Compensation

We account for our stock-based compensation plans following the provisions of FASB Accounting Standards Codification 718, “Compensation — Stock
Compensation” (“ASC 718”). In accordance with ASC 718, we use the Black-Scholes valuation model for valuing all stock-based compensation and shares purchased under our Employee Stock Purchase Plan. We measure compensation for
restricted stock awards and restricted stock units at fair value on the grant date based on the number of shares expected to vest and the quoted market price of our common stock. For restricted stock units with market conditions, we utilize a Monte
Carlo simulation embedded in a lattice model to determine the fair value. We recognize compensation cost for all awards in operations, net of estimated forfeitures, on a straight-line basis over the requisite service period for each separately
vesting portion of the award. Our valuation models and generally accepted valuation techniques require us to make assumptions and to apply judgment to determine the fair value of our awards. These assumptions and judgments includes estimating the
volatility of our stock price, expected dividend yield, employee turnover rates and employee stock option exercise behaviors. We do not believe there is a reasonable likelihood that there will be a change in the future estimates or assumptions we
use to calculate our stock-based compensation which would result in a material effect on our operating results.

 Income Taxes

We account for income taxes in accordance with FASB Accounting Standards Codification 740, “Income Taxes” (“ASC 740”). Under ASC 740, we
recognize deferred tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. We measure
deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which we expect those temporary differences to be recovered or settled. We record valuation allowances to reduce our deferred tax assets
to the amount expected to be realized by considering all available positive and negative evidence.

 Pursuant to ASC 740, we must consider all positive and
negative evidence regarding the realization of deferred tax assets, including past operating results and future sources of taxable income. Under the provisions of ASC 740-10, we determined that our net deferred tax asset needed to be fully reserved
given recent earnings and industry trends.

 The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and
are often ambiguous. As such, we are required to make subjective assumptions and judgments regarding our effective tax rate and our income tax exposure. Our effective income tax rate is affected by changes in tax law in the jurisdictions in which we
currently operate, tax jurisdictions of new retail locations, our earnings, and the results of tax audits. We believe that the judgments and estimates discussed herein are reasonable.

Comment #2

 Consolidated Financial
Statements, page F-1

 Consolidated Statements of Operations, page F-5

2.
We note your disclosure on page 11 regarding the percentages of your revenue generated by each product and service category. Please tell us your consideration of separately disclosing net sales from tangible products
and services and the amount of cost of tangible products sold and cost of services in accordance with Rule 5-03 of Regulation S-X. Please also tell us your consideration of disclosing the amounts of revenues for each product and service category as
opposed to percentages of revenue generated by each product and service category. Refer to ASC 280-10-50-40.

 Securities and Exchange Commission

February 7, 2014

  Page
 6
 of 11

 Response to Comment #2

Under Rule 5-03 of Regulation S-X, “each class which is not more than 10 percent of the sum of the items may be combined with another class.” Because
revenue associated with services provided is less than 10 percent of total revenues, we have combined this revenue with revenue associated with tangible products; g

January 24 , 2014

Via E -mail
William H. McGill , Jr.
Chairman of the Board and  Chief Executive Officer
MarineMax, Inc.
18167 U.S. Highway 19 North , Suite 300
Clearwater, Florida 33764

Re: MarineMax, Inc.
 Form 10-K for the Fiscal Year Ended September 30, 2013
Filed December 6, 2013
Definitive Proxy Statement filed on Schedule 14A
Filed January 10, 2014
File No. 001-14173

Dear Mr. McGill :

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 fi lings and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal Year Ended September 30, 2013

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 45

Application of Critical Accounting Policies, page 46

1. Your disclosure of critical accounting policies should supplement, not duplicate, the
description of acc ounting policies that are disclosed in the notes to financial statements.
Rather, you should provide an analysis of the uncertainties associated with the methods,
assumptions and estimates underlying your critical accounting measurements to provide
greate r insight into the quality and variability of information regarding your financial
condition and operating performance.  When critical accounting estimates and

William H. McGill, Jr.
MarineMax, Inc.
January 24 , 2014
Page 2

 assumptions are based on matters that are highly uncertain, you should also provide an
analysis of their specific sensitivity to change based on other outcomes that are
reasonably likely to occur.  In future filings, please revise your disclosures accordingly.
Please show us what the revisions would look like.

Consolidated Financial Statements, p age F -1

Consolidated Statements of Operations, page F -5

2. We note your disclosure on page 11 regarding the percentages of your revenue generated
by each product and service category.  Please tell us your consideration of separately
disclosing net sales fro m tangible products and services and the amount of cost of
tangible products sold and cost of services in accordance with Rule 5 -03 of Regulation S -
X.  Please also tell us your consideration of disclosing the amounts of revenues for each
product and servic e category as opposed to percentages of revenue generated by each
product and service category.  Refer to ASC 280 -10-50-40.

Consolidated Statements of Cash Flows, page F -7

3. We note the payment terms of the amended credit facility disclosed in note 7.  Please tell
us why proceeds from borrowings and debt payments qualify for net reporting.  Please
refer to ASC 230 -10-45-7 through 9.

6.  Other Long -Term Assets, page F -14

4. Please tell us your consideration of disclosing the amount of equity in earnings or  losses
of Gulfport included in selling, general and administrative expenses as contemplated by
Rule 5 -03(b)12 of Regulation S -X.

14.  Net Income (Loss) Per Share, page F -20

5. Please tell us how you treat restricted stock awards in your computations of bas ic and
diluted income (loss) per share.  Please also tell us your consideration of disclosing the
share amount effects of restricted stock awards in accordance with ASC 260 -10-50-1a.

15.  Commitments and Contingencies, page F -20

Other Commitments and C ontingencies, page F -21

6. Please tell us your consideration of providing a reconciliation of the beginning and
ending liability balances related to store closings and lease terminations.  Please refer to
ASC 420 -10-50-1b.2.

William H. McGill, Jr.
MarineMax, Inc.
January 24 , 2014
Page 3

 Definitive Proxy Statement fi led on Schedule 14A

Incentive Compensation, page 14

7. We note that you have not disclosed the actual quantitative individual performance
objectives to be achieved for each named executive officer  to earn their incentive
compensation.   If you omitted this i nformation because you believe it would result in
competitive harm as provided under Instruction 4 to Item 402(b), please tell us your
reasons.   If disclosure of the performance -related factors would cause competitive harm,
please discuss how difficult it will be for the executive or how likely it will be for the
registrant to achieve the target levels or other factors.   Please also discuss any discretion
that may be exercised in granting such awards absent attainment of the stated
performance goal.   Please  see Instruction 4 to Item 402(b) of Regulation S -K.

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 Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

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

 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 s; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under t he federal securities laws of the United States.

You may contact  Scott Stringer, Staff Accountant ], at (202) 551 -3272  or me at (202) 551 -
3344  if you have questions regarding comments on the financial statements and related matters.
Please contact Scott Anderegg, Staff Attorney , at (202) 551 -3342  if you have questions
regarding any other comments.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief

cc:  Linda Cameron, Executive Assistant

CORRESP
1
filename1.htm

Acceleration Request

 MarineMax, Inc.

18167 US Highway 19 North, Suite 300

 Clearwater, FL 33764

 April 10, 2013

VIA EDGAR

 Securities and
Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Scott Anderegg, Staff Attorney

Re:
MarineMax, Inc.

Registration Statement on Form S-3 (the “Registration Statement”)

File No. 333-186878

 Ladies and
Gentlemen:

 In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended,
MarineMax, Inc. (the “Company”) hereby requests that the effective date of the above-captioned Registration Statement be accelerated to 4:00 p.m., Eastern time, on Thursday, April 11, 2013, or as soon as practicable thereafter.

 The Company acknowledges that:

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

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

(3) 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 note that this
acceleration request supersedes our previously submitted request on April 8, 2013.

 [signature page follows]

 Securities and Exchange Commission

 Division of Corporation Finance

 April 10, 2013

Page 2

Very truly yours,

MARINEMAX, INC.

By:

 /s/ Michael H. McLamb

Name: Michael H. McLamb

 Title:   Executive Vice President, Chief

             Financial Officer, and Secretary

CORRESP
1
filename1.htm

CORRESP

 MarineMax, Inc.

18167 US Highway 19 North, Suite 300

 Clearwater, FL 33764

 April 8, 2013

VIA EDGAR

 Securities and
Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:   Scott Anderegg, Staff Attorney

Re:
MarineMax, Inc.

Registration Statement on Form S-3 (the “Registration Statement”)

File No. 333-186878

 Ladies and
Gentlemen:

 In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended,
MarineMax, Inc. (the “Company”) hereby requests that the effective date of the above-captioned Registration Statement be accelerated to 4:00 p.m., Eastern time, on Wednesday, April 10, 2013, or as soon as practicable thereafter.

 The Company acknowledges that:

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

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

 (3) 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.

[signature page follows]

 Securities and Exchange Commission

 Division of Corporation Finance

 April 8, 2013

 Page
 2

Very truly yours,

MARINEMAX, INC.

By:

 /s/ Michael H.
McLamb

Name:

Michael H. McLamb

Title:

Executive Vice President, Chief Financial Officer, and Secretary

CORRESP
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filename1.htm

Correspondence

 Robert S. Kant

 Tel 602.445.8302

 Fax 602.445.8100

KantR@gtlaw.com

March 27, 2013

 VIA
E-MAIL (andereggs@sec.gov), FEDERAL EXPRESS,

     AND THE EDGAR SYSTEM

Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, NE

Washington, D.C. 20549

Attention:

 Mara Ransom, Assistant Director

 Scott Anderegg, Staff Attorney

Re:

 MarineMax, Inc. (the “Company”)

 Registration Statement on Form S-3 (the “Registration Statement”)

 Filed
February 26, 2013

 File No. 333-186878

 Ladies and Gentlemen:

 The following is in response to your letter dated March 21, 2013. The Company’s responses to the Staff’s comments are indicated below, directly following a restatement of each Staff comment
in bold, italicized type.

 Guarantees, page 21

1.
 SEC Comment: We note your discussion of guarantees here and the provisions for guarantees in your indenture. Please revise your
registration statement to include the guarantees in the fee table, identify the guarantor(s) in your registration statement, revise your prospectus, where applicable, to include the guarantees among the securities you may issue and comply with Rule
3-10 of Regulation S-X or confirm that if you decide to add guarantees after this registration statement has been declared effective, you will file a new registration statement to register the guarantees. In addition, if you include
guarantees in the registration statement, ensure that your counsel’s legal opinion is revised accordingly. Please refer to the guidance set forth in Section II.B.1.e. of Staff Legal Bulletin No. 19, Legality and Tax Opinions in Registered
Offerings (October 14, 2011) available on our website at www.sec.gov/interps/legal/cfslb19.htm.

 Securities and Exchange Commission

 Division of Corporation Finance

 March 27, 2013

 Page
 2

 Company Response: On behalf of the Company, we hereby
confirm that if the Company decides to add guarantees after the Registration Statement has been declared effective, it will file a new registration statement to register the guarantees.

 Item 16. Exhibits, page II-2

2.
 SEC Comment: We note that you have listed the Statement of Eligibility of Trustee as Exhibits 25.1 together with a note
indicating that you will file this exhibit by amendment to the registration statement or by a report filed under the Securities Exchange Act of 1934 that is incorporated by reference into the registration statement. Please note that you may not file
the Form T-1 in a post-effective amendment to the registration statement or report filed under the Securities Exchange Act of 1934 that is incorporated by reference into the registration statement. You may, however, rely on Section 305(b)(2) of
the Trust Indenture Act of 1939 and file the Form T-1 under the electronic form type “305B2.” Please confirm that you will file your Form T-1 under form type 305B2 and revise your related footnote disclosure. For further guidance, please
see Question 220.01 of the Trust Indenture Act of 1939 Compliance and Disclosure Interpretations available on our website at www.sec.gov.

Company Response: On behalf of the Company, we hereby confirm that the Company will file its Form T-1 under
electronic form type “305B2” at such time that it designates a trustee. The Company has revised its footnote disclosure in the exhibit listing accordingly.

 Exhibit 5.1

3.
 SEC Comment: Please have counsel revise the sixth paragraph of page 2 of its opinion to represent that in issuing its opinion it has
reviewed all documents it deems necessary. It is inappropriate for counsel to base its opinion on the review of a limited set of documents. We will not object to counsel including a list of documents it reviewed provided that the language does not
state or imply that these were the only documents reviewed by counsel. Counsel must review all documents necessary in order to render its opinion regarding the legality of the securities. Please refer to the guidance set forth in Staff Legal
Bulletin No. 19.

 Company Response: We have revised the sixth
paragraph on page 2 of our opinion to state that we have reviewed all documents that we deemed necessary to render our opinions set forth therein.

4.
 SEC Comment: We note that in Section 11.10 of the indenture provides that the laws of the state of New York
shall be governing law of the debt securities and the indenture. As your counsel must provide a “legal and binding” opinion for a

 Securities and Exchange Commission

 Division of Corporation Finance

 March 27, 2013

 Page
 3

registration statement relating to debt securities, an opinion must be given as to the governing law in order to fulfill the item requirement. Please have counsel indicate that they are opining
under New York law with respect to the debt securities. Please see Item 601(b)(5) of Regulation S-K and Section II.B.1.e of Staff Legal Opinion No. 19. In this regard, your counsel will need to modify the scope of the second paragraph on
page 3 and the second paragraph on page 7.

 Company Response: We
have revised the scope of the second paragraph on page 3 and the second paragraph on page 7 of our opinion to indicate that our opinion relating to the debt securities is given under New York law.

5.
 SEC Comment: We note that you are registering warrants, purchase contracts, depository shares and units.
Please advise us, if known, those state laws that will govern the agreements under which these securities will be issued and, if such governing law is not the Delaware General Corporation Law, have counsel revise, as applicable, the parenthetical
phrases in paragraphs two through six on page 3 and the second paragraph on page 7. If it is unknown at this time which state laws will apply, please confirm that, consistent with comment 7 below, you will file an appropriately qualified opinion of
counsel, including as to jurisdiction and expertise. See Sections II.B.i.f, II.B.2.a and II.B.3.b of Staff Legal Bulletin No. 19. In this regard, you may wish to have counsel modify the assumptions in the parenthetical phrases in paragraphs two
through six on page 3 and the second paragraph on page 7 to anticipate the future addition of jurisdictions.

 Company Response: It is unknown at this time which state laws will govern the agreements under which the warrants, purchase contracts, depository shares or units will be issued. We hereby
confirm that we will file an appropriately qualified opinion, including as to jurisdiction and expertise, at such time as such securities are issued. In addition, we have revised paragraphs two through six on page 3 to remove the parenthetical
phrases and clarified that such assumptions apply to the applicable jurisdiction for each security.

6.
 SEC Comment: We note the language in the first paragraph on page 7 of the legal opinion, which states that the
opinion is “being furnished to the Company solely for submission to the Commission as exhibit…” This appears to be a disclaimer of responsibility that implies that investors are not entitled to rely on the opinion. Please have counsel
delete this disclaimer from the legal opinion. Please see Section II.B.3.d of Staff Legal Opinion No. 19.

 Company Response: We have deleted this disclaimer from our legal opinion.

7.
 SEC Comment: We note that counsel’s opinion contains significant assumptions regarding the future
issuance of securities being registered in the offering.

 Securities and Exchange Commission

 Division of Corporation Finance

 March 27, 2013

 Page
 4

 Please confirm that you will file an appropriately unqualified
opinion each time a takedown occurs. Please note that you may file the unqualified opinion under Rule 462(d) or under cover of Form 8-K. Please see Section II.B.2.a of Staff Legal Opinion No. 19.

Company Response: We hereby confirm that we will file an appropriately unqualified opinion under Rule 462(d)
or under cover of Form 8-K each time a takedown from the Registration Statement occurs.

 Securities and Exchange Commission

 Division of Corporation Finance

 March 27, 2013

 Page
 5

 * * * *

We hope that this resolves the questions as outlined in your letter. Should you have any further questions, please do not
hesitate to contact me.

 Sincerely,

/s/ Robert S. Kant

 Robert S. Kant

cc:

Catherine Brown, Staff Attorney, United States Securities and Exchange Commission

William H. McGill, Chairman of the Board, President, Chief Executive Officer, and Director, MarineMax, Inc.

Michael H. McLamb, Executive Vice President, Chief Financial Officer, Secretary, and Director, MarineMax, Inc.

Kurt M. Frahn, Vice President of Finance, Chief Accounting Officer and Treasurer, MarineMax, Inc.

 Securities and Exchange Commission

 Division of Corporation Finance

 March 27, 2013

 Page
 6

 ***

The Company acknowledges your references regarding requesting acceleration of the Registration Statement, including Rules
460 and 461. The Company will include the requested acknowledgements and will provide the Staff with adequate time after the filing of the Amendment for further review before submitting a request for acceleration, and will provide any acceleration
request at least two business days in advance of the requested effective date.

 The Company further
acknowledges that the Staff may have additional comments after reviewing the Company’s response to the Staff’s comment.

Sincerely,

MarineMax, Inc.

/s/ Michael H. McLamb

By:

Michael H. McLamb

Title:

Executive Vice President, Chief Financial Officer and Secretary

March 21 , 2013

Via E -mail
William H. McGill, Jr.
Chairman, President and Chief Executive Officer
MarineMax, Inc.
18167 U.S. Highway 19 North
Suite 300
Clearwater , Florida 33 764

Re: MarineMax, Inc.
  Registration Statement on Form S-3
Filed  February 26, 2013
  File No.  333-186878

Dear Mr. McGill :

We have limited our review of your registration 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 amending 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 amendment is appropriate, please tell us why in your
response.

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

Guarantees, page 21

1. We note your discussion of guarantees here and the provisions for guarantees in your
indenture.  Please revise your registration statement to include the guarantees in the fee
table, identify the g uarantor(s) in your registration statement, revise your prospectus,
where applicable, to include the guarantees among the securities you may issue and
comply with Rule 3 -10 of Regulation S - X or confirm that if you decide to add
guarantees  after this regis tration statement has been declared effective, you will file a
new registration statement to register the guarantees. In addition, if you include
guarantees in this registration statement, ensure that your counsel’s legal opinion is
revised accordingly.  P lease refer to the guidance set forth in Section II.B.1.e. of Staff
Legal Bulletin No. 19, Legality and Tax Opinions in Registered Offerings (October 14,
2011) available on our website at www.sec .gov/interps/legal/cfslb19.htm .

William H. McGill, Jr.
MarineMax, Inc.
March 21 , 2013
Page 2

 Item 16. Exhibits, page II -2

2. We note that you have listed the Statement of Eligibility of Trustee as Exhibits 25.1
together with a note indicating that you will file this exhibit by amendment to the
registration statement or by a report filed under the Securities Exchange Act of 1934 that
is incorporated by reference into the registration statement.  Please note that you may not
file the Form T -1 in a post -effective amendment to the registration statement or report
filed un der the Securities Exchange Act of 1934 that is incorporated by reference into the
registration statement.  You may, however, rely on Section 305(b)(2) of the Trust
Indenture Act of 1939 and file the Form T -1 under electronic form type “305B2.”  Please
confirm that you will file your Form T -1 under form type 305B2 and revise your related
footnote disclosure.  For further guidance, please see Question 220.01 of the Trust
Indenture Act of 1939 Compliance and Disclosure Interpretations available on our
website  at www.sec.gov

Exhibit 5.1

3. Please have counsel revise the sixth paragraph on page 2 of its opinion  to represent that in
issuing its opinion  it has reviewed  all documents  it deems necessary.  It is inappropriate
for counsel to base its opinion on the review of a limited set of documents.  We will not
object to counsel including a list of documents it reviewed  provided that the language
does not state or imply that these we re the only documents reviewed  by counsel.  Counsel
must review all documents  necessary in order to render its opinion  regarding the legality
of the securities.  Please refer to the guidance set forth in Staff Legal Bulletin No. 19.

4. We note that in Section 11.10  of the indenture provide s that the laws of the state of New
York shall be the governing law of the debt securities and the indenture. As you r counsel
must provide a “legal and binding obligation ” opinion for a registration statement relating
to debt securities, an opinion must be given as to the governing law in order to fulfill the
item requirement.  Please  have counsel  indicate that they  are opining under New York
law with respect to the debt securities.  Please s ee Item 601(b)(5) of Regulat ion S -K and
Section II.B.1.e of Staff Legal Opinion No. 19.   In this regard, your counsel will need to
modify the scope of the second paragraph on page 3 and the second paragraph on page 7.

5. We note that you are registering warrants, purchase contracts, de pository shares and
units.  Please advise us, if known, those state laws that will govern the agreements under
which these securities will be issued  and, if such governing law is not the Delaware
General Corporation Law, have counsel revise, as applicable,  the parenthetical phrases in
paragraphs two through six on page 3 and the second paragraph on page 7 .  If it is
unknown at this time which state laws will apply, please confirm that, consistent with
comment 7 below , you will file an appropriately unqualif ied opinion of counsel,
including as to jurisdiction and expertise.  See Section s II.B.1.f , II.B.2.a and II.B.3.b  of
Staff Legal Bulletin No. 19 .  In this regard, you may wish to have counsel modify the
assumptions in the parenthetical phrases in paragraph s two through six on page 3 and the
second paragraph on page 7 to anticipate the future addition of jurisdictions.

William H. McGill, Jr.
MarineMax, Inc.
March 21 , 2013
Page 3

 6. We note the language in the first  paragraph  on page 7  of the legal opinion, which states
that the opinion is “being furnished to the Company solely for submission to the
Commission as exhibit …”  This appears to be a d isclaimer of responsibility that implies
that investors  are not entitled to rely on the opinion.  Please have counsel d elete this
disclaimer from the legality opinion .  Please s ee Section II.B.3.d of Staff Legal Opinion
No. 19.
7. We note that counsel’s opinion contains significant assumptions regarding the future
issuance of the securit ies being registered in the offering.  Please confirm that you will
file an appropriately unqualifie d opinion each time a takedown occurs.  Please note that
you may file the unqualified opinion under Rule 462(d) or under cover of Form 8 -K.
Please s ee Section II.B.2.a of Staff Legal Opinion No. 19.

We urge all persons who are responsible for the accura cy 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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please prov ide a written statement from the company
acknowledging that:

 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;

 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 compa ny 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 requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act o f 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

William H. McGill, Jr.
MarineMax, Inc.
March 21 , 2013
Page 4

 Please contact Scott Anderegg, Staff Attorney, at (202) 551 -3342, Catherine Brown, Staff
Attorney, at (202) 551 -3513  or me at (202) 551 -3720 with any questions.

Sincerely,

 /s/ Catherine T. Brown for

  Mara L. Ransom
Assistant Director

May 26, 2011
 Via E-mail

William H. McGill Jr. Chairman of the Board and Chief Executive Officer MarineMax, Inc. 18167 U.S. Highway 19 North, Suite 300 Clearwater, Florida 33764
Re: MarineMax, Inc.
 Form 10-K for Fiscal Ye ar Ended September 30, 2010
Filed December 2, 2010 Definitive Proxy Statement on Schedule 14A Filed December 10, 2010 Forms 10-Q for Fiscal Quarters Ended  December 31, 2010 and March 31, 2011 Filed February 8, 2011 and May 2, 2011, respectively File No. 001-14173

Dear Mr. McGill:
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 the filings 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 lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
  /s/ Brigitte Lippmann   for
H. Christopher Owings Assistant Director
 cc: Robert S. Kant  Greenberg Traurig LLP

CORRESP
1
filename1.htm

Correspondence

Robert S. Kant

Tel 602.445.8302

Fax 602.445.8100

KantR@gtlaw.com

May 19, 2011

VIA E-MAIL, FEDERAL EXPRESS

   AND THE EDGAR SYSTEM

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-3030

    Attention:

    H. Christopher Owings, Assistant Director

    Re:

    MarineMax, Inc. (the “Company”)

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

Filed December 2, 2010

Definitive Proxy Statement on Schedule 14A

Filed December 10, 2010

Forms 10-Q for Fiscal Quarters Ended

December 31, 2010 and March 31, 2011

Filed February 8, 2011 and May 2, 2011, respectively

File No. 001-14173

Ladies and Gentlemen:

The following is in response to your letter dated May 4, 2011. The Company’s responses to the
Staff’s comments are indicated below, directly following a restatement of each Staff comment in
bold, italicized type.

General

    1.

    SEC Comment: The representations on page 6 of our letter dated March 23,
2011 must be made by you, and not your counsel, and signed by your authorized officer.
Accordingly, please provide such representations based on the foregoing requirements.

Company Response: The Company’s authorized officer has made such representations
on behalf of the Company on page 9 of this letter.

Securities and Exchange Commission

Division of Corporation Finance

May 19, 2011

Page 2

    2.

    SEC Comment: Please confirm to us that you will provide the disclosures, as
noted in your responses, requested by comments 4, 11, 17 and 22 in our letter dated March
23, 2011 in future filings.

Company Response: The Company confirms that it will provide these disclosures, as
applicable, in future filings with the Commission.

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

Business, page 1

Our Company, page 1

    3.

    SEC Comment: We note your response to comment 1 in our letter dated March
23, 2011. With respect to the statements in the first, third and fourth bullet points,
please confirm that you will disclose in future filings the basis for such statements as
noted in your response and provide us with your proposed disclosure.

Company Response: The Company is the only publicly held recreational boat dealer.
It has been public since 1998. It was the largest recreational boat dealer at the time of
its initial public offering. Since that time, the Company has completed acquisitions of 21
recreational boat dealers. Various analysts covering the Company have stated that the
Company is the largest boat dealer. These analysts have made the following statements in
their reports.

    •

    “MarineMax is the largest boat dealer in the United States.” (Longbow Research
report dated February 3, 2011)

    •

    “HZO is a dominant player in the highly fragmented U.S. retail boat market...”
(Longbow Research report dated July 16, 2010)

    •

    “We would note that...HZO is the largest and best dealer network in the marine
industry...” (Comments by Tim Conder, A.G. Edwards & Sons analyst, dated January
9, 2007)

    •

    “As the largest boat retailer of new and used boats in the U.S...”(J.P. Morgan
Securities Inc. North America Equity Research report dated September 12, 2006)

    •

    “MarineMax is the largest retailer of new and used boats and yachts in the
U.S.” (J.P. Morgan Securities Inc. North America Equity Research report dated
March 1, 2005)

Securities and Exchange Commission

Division of Corporation Finance

May 19, 2011

Page 3

    •

    “As the largest dealer of recreational boats, MarineMax should benefit from an
improving industry environment.” (RBC Capital Markets Research Comment dated
March 4, 2004)

    •

    MarineMax is the largest recreational boat retailer in the U.S.” (Credit
Suisse First Boston Equity Research report dated February 17, 2004)

    •

    “HZO is the world’s largest retailer of pleasure boats and yachts...”
(Jefferies & Company, Inc. Equity Research report dated July 24, 2003)

    •

    “MarineMax is the world’s largest retailer of pleasure boats and yachts.”
(Jefferies & Company, Inc. Equity Research report dated January 24, 2003)

    •

    “MarineMax is the world’s largest retailer of pleasure boats and yachts.”
(Jefferies & Company, Inc. Equity Research report dated October 24, 2002)

In addition, Boating Industry magazine has published a list of the top 100 boat dealers
since at least 2006. In December 2007, Boating Industry magazine reported as follows:

After two consecutive years of being ranked the No. 1 marine dealer in
North America by Boating Industry magazine, MarineMax Inc. has been named
the inaugural inductee into the 2007 Top 100 Dealer Hall of Fame. The
award recognizes the company’s position atop the industry in a league all
of its own, demonstrated by its commitment to the customer, evident
throughout the entire 88-store organization.

In response to the determination by the Boating Industry magazine, the St. Petersburg Times
wrote as follows:

Is it possible for a business to be too good? Boating Industry thinks
so. After ranking MarineMax No. 1 on its Top 100 Dealers list for the
second straight year, the trade mag will retire the Tampa company from
future rankings. Why? With revenue six times larger than its
next-biggest rival, MarineMax has the cash to “fuel countless business
initiatives” that smaller retailers cannot. In short, it’s not only too
big, but too good.

Very few companies totally dominate an industry in terms of size. A few come to mind:
Intel, AutoNation, Walgreens, Waste Management, and PetSmart. The following is the
disclosures they have made in their most recent Form 10-K Reports.

Securities and Exchange Commission

Division of Corporation Finance

May 19, 2011

Page 4

    •

    “We are the world’s largest semiconductor chip maker, based on revenue.” (Intel
Corporation Form 10-K for the fiscal year ended December 25, 2010, as filed with
the Commission on February 18, 2011)

    •

    “AutoNation, Inc., through its subsidiaries, is the largest automotive retailer
in the United States.” (AutoNation, Inc. Form 10-K for the fiscal year ended
December 31, 2010, as filed with the Commission on February 15, 2011)

    •

    “Walgreen Co., together with its subsidiaries, operates the largest drugstore
chain in the United States...” (Walgreen Co. Form 10-K for the fiscal year ended
August 31, 2010, as filed with the Commission on October 26, 2010)

    •

    “We are the leading provider of comprehensive waste management services in
North America.” (Waste Management, Inc. Form 10-K for the fiscal year ended
December 31, 2010, as filed with the Commission on February 17, 2011)

    •

    “We...have become the leading specialty provider of products, services and
solutions for the lifetime needs of pets.” (PetSmart, Inc. Form 10-K for the
fiscal year ended January 30, 2011, as filed with the Commission on March 24,
2011)

The Company is very mindful of its disclosure responsibilities under the securities laws.
It is very comfortable it is in fact the largest recreational boat dealer in the United
States.

Risk Factors, page 23

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

    4.

    SEC Comment: We note your response to comment 2 in our letter dated March
23, 2011. Please clarify in the second paragraph, if correct, that the facility’s floor
commitment may be lower than $100 million upon the occurrence of certain events. Please
disclose such events in “Management’s Discussion and Analysis of Financial Condition and
Results of Operations—Liquidity and Capital Resources” and include a cross-reference to
such section in this risk factor.

Company Response: The Company confirms that the commitment amount is $100 million,
and it will provide the requested disclosure in future filings with the Commission as to
limitations on availability if the borrowing base is less than the commitment amount and
quantify such amount.

Securities and Exchange Commission

Division of Corporation Finance

May 19, 2011

Page 5

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

Overview, page 40

    5.

    SEC Comment: We note your response to comment 3 in our letter dated March
23, 2011. We also note the statements below.

    •

    The statement in the first full risk factor on page 24 that “[the efforts to
grow our financing and insurance, parts and accessory, service, and boat
storage]...are designed to increase our revenue and reduce our dependence on
the sale of new boats.”

    •

    The statement in the third paragraph, third sentence on page 44 that “[g]ross
profit has also been positively impacted by a product mix shift from boat
sales to...brokerage services, finance and insurance products, and service, parts
and accessories products”

Please clarify whether the foregoing statements represent your intention to focus less on
boat sales and more on the financing and insurance; service, parts and accessories; and
brokerage segments of your business.

Company Response: The foregoing statements are not representative of the Company’s
intention to focus less on boat sales and more on the financing and insurance; service,
parts and accessories; and brokerage segments of its business. The statements merely
reflect the Company’s business initiatives designed to offer additional complimentary
products and services, including those involving higher product margins, to better serve
its customers and create an overall enjoyable boating experience.

Liquidity and Capital Resources, page 46

    6.

    SEC Comment: We note your response to comment 5 in our letter dated March
23, 2011. Please clarify how your dealerships determine how much to distribute to you, if
such distributions are not based on such dealerships’ revenues from products and service
sales.

Company Response: The dealerships do not determine how much to distribute to the
Company. It is the Company, as a 100% owner of each of the dealerships, that makes the
determination.

Securities and Exchange Commission

Division of Corporation Finance

May 19, 2011

Page 6

Controls and Procedures, page 50

Limitations on the Effectiveness of Controls, page 50

    7.

    SEC Comment: We note your response to comment 7 in our letter dated March
23, 2011. Please confirm that, in addition to including the revised paragraph included in
such response, you will also disclose in future filings, in the subsection “Limitations on
the Effectiveness of Controls,” that your disclosure controls and procedures are designed
to provide reasonable assurance of achieving their objectives, if such statement is
accurate at the time of such disclosure.

Company Response: The Company will disclose in future filings with the Commission
that its disclosure controls and procedures are designed to provide reasonable assurance of
achieving their objectives, if such statement is accurate at the time of such disclosure.

Definitive Proxy Statement on Schedule 14A

Incentive Compensation, page 13

    8.

    SEC Comment: We note your response to comment 13 in our letter dated March
23, 2011. Please clarify how the determination that the executive officers achieved a
“portion” of their goals for fiscal 2010 led to your conclusion that the executive
officers satisfied 50% of their performance goals for fiscal 2010.

Company Response: It is a mathematical computation, which is calculated by the
Company and reviewed by both Internal Audit and the Compensation Committee.

Executive Compensation, page 15

Outstanding Equity Awards at Fiscal Year-End, page 18

    9.

    SEC Comment: We note your response to comment 16 in our letter dated March
23, 2011. Footnote (1) should provide clear disclosure on when each award that is
disclosed in the table will vest. Your current disclosure of when such awards have
historically vested does not provide readers with such clear disclosure. Additionally,
readers cannot easily ascertain which options disclosed in the table were granted during
fiscal 2010 and therefore subject to the vesting periods disclosed on page 14.
Accordingly, we re-issue comment 16.

Securities and Exchange Commission

Division of Corporation Finance

May 19, 2011

Page 7

Company Response: Although the grant dates for the awards and the corresponding
vesting schedules may be ascertained from the Company’s disclosure in the Proxy Statement
and other filings with the Commission, in its future proxy statements, the Company will
include a column in the table showing the grant date of each award reported and a statement
of the standard vesting schedule that applies to the reported awards. The Company further
believes readers can easily ascertain options that were granted during fiscal 2010 and the
vesting periods thereon by reviewing the “Grants of Plan-Based Awards” table and related
footnotes on page 17 of the Proxy Statement.

Director Compensation, page 28

    10.

    SEC Comment: We note your response to comment 21 in our letter dated March
23, 2011. Please indicate in footnote (1) to the Director Compensation table the amount
of the fees for each of Messrs. Furman, Kant, Knittel, Watters and Woodman that was paid
in shares of your common stock. See Instruction to Item 402(k) of Regulation S-K and
Instruction 2 to Item 402(c)(2)(iii) and (iv) of Regulation S-K.

Company Response: The Company confirms that it will provide the requested
disclosure in future filings with the Commission.

Forms 10-Q for Fiscal Quarters Ended December 31, 2010 and March 31, 2011

    11.

    SEC Comment: Please comply with comments 6 and 7, as they apply to your Forms 10-Q.

Company Response: The Company confirms that it will provide these disclosures, as
applicable, in future filings with the Commission.

* * * *

Securities and Exchange Commission

Division of Corporation Finance

May 19, 2011

Page 8

We hope that this resolves the questions as outlined in your memo. Should you have any
further questions, please do not hesitate to contact me.

Sincerely,

/s/ Robert S. Kant

Robert S. Kant

RSK/ge

    cc:

    Charles Lee, Attorney-Advisor, United States Securities and Exchange Commission

Bridgette Lippmann, Special Counsel, United States Securities and Exchange Commission

William H. McGill, Chairman of the Board, President, Chief Executive Officer, and Director, MarineMax, Inc.

Michael H. McLamb, Executive Vice President, Chief Financial Officer, Secretary, and Director, MarineMax, Inc.

Kurt M. Frahn, Vice President of Finance and Treasurer, MarineMax, Inc.

Securities and Exchange Commission

Division of Corporation Finance

May 19, 2011

Page 9

***

The Company understands that the purpose of the Staff’s review is to assist the Company in its
compliance with applicable disclosure requirements and to enhance the overall disclosure in its
filings with the Commission. The Company hereby acknowledges that:

    •

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

    •

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

    •

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

The Company further acknowledges that the Staff may have additional comments after reviewing
the Company’s response to the Staff’s comment.

    Sincerely,

MarineMax, Inc.

     /s/Michael H. McLamb

    By: Michael H. McLamb

    Title:
    Chief Financial Officer

May 4, 2011
 Via E-mail

William H. McGill Jr. Chairman of the Board and Chief Executive Officer MarineMax, Inc.
18167 U.S. Highway 19 North, Suite 300
Clearwater, Florida 33764
Re: MarineMax, Inc.
 Form 10-K for Fiscal Ye ar Ended September 30, 2010
Filed December 2, 2010 Definitive Proxy Statement on Schedule 14A Filed December 10, 2010 Forms 10-Q for Fiscal Quarters Ended  December 31, 2010 and March 31, 2011 Filed February 8, 2011 and May 2, 2011, respectively File No. 001-14173

Dear Mr. McGill:
 We have reviewed your filing and have the following comments.  You should comply
with the comments in all future filings, as appl icable.  Please confirm in writing that you will do
so, and also explain to us in sufficient detail for an understa nding of the disclosure how you
intend to comply by providing us with your proposed revisions.
 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 w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.               General

1. The representations on page 6 of our lette r dated March 23, 2011 must be made by you,
and not your counsel, and signed by your authori zed officer.  Accordingly, please provide
such representations based on the foregoing requirements.
2. Please confirm to us that you will provide th e disclosures, as noted in your responses,
requested by comments 4, 11, 17 and 22 in our  letter dated March 23, 2011 in future
filings.

William H. McGill Jr.  MarineMax, Inc. May 4, 2011 Page 2

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

 Business, page 1

 Our Company, page 1

3. We note your response to comment 1 in our le tter dated March 23, 2011.  With respect to
the statements in the first, third and fourth bullet points,  please confirm that you will
disclose in future filings the basis for su ch statements as note d in your response and
provide us with your proposed disclosure.
 Risk Factors, page 23

 The availability and costs of borrowed funds…, page 23

4. We note your response to comment 2 in our letter dated March 23, 2011.  Please clarify
in the second paragraph, if correct, that the facility’s floor commitment may be lower
than $100 million upon the occurren ce of certain events.  Please  disclose such events in
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Liquidity and Capital Resources ” and include a cross-reference to such
section in this risk factor.
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
40
 Overview, page 40

5. We note your response to comment 3 in our letter dated March 23, 2011.  We also note
the statements below.

• The statement in the first full risk factor on page 24 that “[the efforts to grow our
financing and insurance, parts and acce ssory, service, and boat storage]…are
designed to increase our revenue and reduce our dependence on the sale of new
boats .”

• The statement in the third paragraph, thir d sentence on page 44 that “[g]ross profit
has also been positively impacted by a product mix shift from boat sales
to…brokerage services, finance and insu rance products, and service, parts and
accessories products ”

Please clarify whether the foregoing statements  represent your intention to focus less on
boat sales and more on the fina ncing and insurance; service,  parts and accessories; and
brokerage segments of your business.

William H. McGill Jr.  MarineMax, Inc. May 4, 2011 Page 3

 Liquidity and Capital Resources, page 46

6. We note your response to comment 5 in our letter dated March 23, 2011.  Please clarify
how your dealerships determine how much to distribute to you , if such distributions are
not based on such dealerships’ revenu es from products and service sales.
 Controls and Procedures, page 50

 Limitations on the Effectiven ess of Controls, page 50

7. We note your response to comment 7 in our letter dated March 23, 2011.  Please confirm
that, in addition to including the revised pa ragraph included in such response, you will
also disclose in future filings, in the s ubsection “Limitations on the Effectiveness of
Controls,” that your disclosure controls  and procedures are designed to provide
reasonable assurance of achieving their objectiv es, if such statement is accurate at the
time of such disclosure.
 Definitive Proxy Statement on Schedule 14A

 Incentive Compensation, page 13

8. We note your response to comment 13 in our letter dated March 23, 2011.  Please clarify
how the determination that the executive offi cers achieved a “portion”  of their goals for
fiscal 2010 led to your conclusion that the executive officers satisfied 50% of their
performance goals for fiscal 2010.
 Executive Compensation, page 15

 Outstanding Equity Awards at Fiscal Year-End, page 18

9. We note your response to comment 16 in our  letter dated March 23, 2011.  Footnote (1)
should provide clear disclosure on when each award that is disclosed in the table will
vest.  Your current disclosure of when such  awards have historically vested does not
provide readers with such cl ear disclosure.  Additionally, readers cannot easily ascertain
which options disclosed in th e table were granted during fi scal 2010 and therefore subject
to the vesting periods disclosed on page 14.  Accordingly, we re-issue comment 16.

William H. McGill Jr.  MarineMax, Inc. May 4, 2011 Page 4

 Director Compensation, page 28

10. We note your response to comment 21 in our letter dated March 23, 2011.  Please
indicate in footnote (1) to the Director Co mpensation table the amount of the fees for
each of Messrs. Furman, Kant, Knittel, Watters and Woodman that was paid in shares of
your common stock.  See Instruction to Item  402(k) of Regulation S-K and Instruction 2
to Item 402(c)(2)(iii) and (iv) of Regulation S-K.
 Forms 10-Q for Fiscal Quarters Ended December 31, 2010 and March 31, 2011

11. Please comply with comments 6 and 7, as they apply to your Forms 10-Q.

We urge all persons who are responsible for th e 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.
 Please contact Charles Lee, Attorney-Advi sor, at (202) 551-3427, Brigitte Lippmann,
Special Counsel, at (202) 551-3713 or me  at (202) 551-3720 with any questions.

Sincerely,
   /s/ Brigitte Lippmann   for
H. Christopher Owings Assistant Director
 cc: Robert S. Kant  Greenberg Traurig LLP

CORRESP
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corresp

Robert S. Kant

Tel 602.445.8302

Fax 602.445.8100

KantR@gtlaw.com

April 1, 2011

VIA E-MAIL, FEDERAL EXPRESS

     AND THE EDGAR SYSTEM

H. Christopher Owings

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

                   Re:

    MarineMax, Inc.

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

Filed December 2, 2010

Definitive Proxy Statement on Schedule 14A

Filed December 10, 2010

Form 10-Q for Fiscal Quarter Ended December 31, 2010

Filed February 8, 2011

File No. 001-14173

Dear Mr. Owings:

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

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

Item 1. Business, page 1

Our Company, page 1

    1.

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

    •

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

H. Christopher Owings

Assistant Director

United States Securities and Exchange Commission

Page 2

April 1, 2011

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

    •

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

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

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

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

H. Christopher Owings

Assistant Director

United States Securities and Exchange Commission

Page 3

April 1, 2011

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

    •

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

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

    •

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

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

Item 1A. Risk Factors, page 23

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

    2.

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

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

H. Christopher Owings

Assistant Director

United States Securities and Exchange Commission

Page 4

April 1, 2011

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

Overview, page 40

    3.

    SEC Comment: We note your disclosure on pages 24 and 44 that you are
increasing your efforts to grow, and are shifting your product mix towards, the
financing and insurance; service, parts and accessories; and brokerage segments of
your business. Please add disclosure to clarify whether this increased effort and
shift in product mix is a short-term strategy for the current economic climate, or
whether it is part of your long-term strategy to make your business less dependent on
the new and used boat sales segments.

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

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

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

Liquidity and Capital Resources, page 46

    4.

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

H. Christopher Owings

Assistant Director

United States Securities and Exchange Commission

Page 5

April 1, 2011

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

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

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

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

    5.

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

H. Christopher Owings

Assistant Director

United States Securities and Exchange Commission

Page 6

April 1, 2011

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

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

    6.

    SEC Comment: When you have identified more than one reason for a
material change to a financial statement line item, please quantify each reason you
cite as impacting such line item. For example, you state that for the fiscal year
ended September 30, 2010, cash provided by operating activities was primarily related
to a decrease in inventories, a decrease in accounts receivable from manufacturers,
and a decrease in income tax receivable, partially offset by a decrease in accounts
payable. However, you do not quantify the impact attributable to each component.
Please also discuss the specific underlying factors that caused each reason you cite
to occur. For example, you state that there was a decrease in accounts receivable
from manufacturers but do not discuss why such decrease occurred. Please revise
accordingly throughout this section. See Instruction 4 to Item 303(a) of Regulation
S-K.

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

Item 9A. Controls and Procedures, page 50

Limitations on the Effectiveness of Controls, page 50

    7.

    SEC Comment: We note your disclosure in this section that “[a]
control system...can provide only reasonable, not absolute, assurance that the
objectives of the control system are met.” Please confirm to us and revise to
disclose, if true, that your disclosure controls and procedures are designed to
provide reasonable assurance of achieving their objectives and

H. Christopher Owings

Assistant Director

United States Securities and Exchange Commission

Page 7

April 1, 2011

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

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

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

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

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

    8.

    SEC Comment: We note that the exhibits to the agreements filed as
the above referenced Exhibits were not filed with such agreements. While you may omit
schedules, exhibits and similar attachments to agreements filed pursuant to Item
601(b)(2) of Regulation S-K, you must include all schedules, exhibits and similar
attachments to agreements filed pursuant to Item 601(b)(10) of Regulation S-K.
Accordingly, please amend your 10-Q for fiscal quarter ended June 30, 2010 to re-file
the agreements filed as Exhibits 10.21(f) and 10.21(g) and include the exhibits to
such agreements. Please re-file a complete copy of the agreement filed as Exhibit
10.28 with your next periodic report.

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

H. Christopher Owings

Assistant Director

United States Securities and Exchange Commission

Page 8

April 1, 2011

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

March 23, 2011
 Via E-mail

William H. McGill Jr. Chairman of the Board and Chief Executive Officer MarineMax, Inc.
18167 U.S. Highway 19 North, Suite 300
Clearwater, Florida 33764
Re: MarineMax, Inc.
 Form 10-K for Fiscal Ye ar Ended September 30, 2010
Filed December 2, 2010 Definitive Proxy Statement on Schedule 14A Filed December 10, 2010 Form 10-Q for Fiscal Quarter Ended December 31, 2010 Filed February 8, 2011 File No. 001-14173

Dear Mr. McGill:
 We have reviewed your filing and have the following comments.  You should comply
with the comments in all future filings, as appl icable.  Please confirm in writing that you will do
so, and also explain to us in sufficient detail for an understa nding of the disclosure how you
intend to comply by providing us with your proposed revisions.
 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 w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.               Form 10-K for Fiscal Year Ended September 30, 2010

 Item 1.  Business, page 1

 Our Company, page 1

1. Please disclose your basis for the following statements:

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

William H. McGill Jr.  MarineMax, Inc. March 23, 2011 Page 2

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

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

• “[W]e have…substantially outperfor m[ed] the industry” on page 41.
 Item 1A.  Risk Factors, page 23

 The availability and costs of borrowed funds…, page 23

2. Please revise the risk factor to quantif y, as of September 30, 2010, the age of your
inventory and the corresponding allowable advan ce rate under your credit facility.  Please
also disclose the different levels of allo wable advance rate, with the corresponding ages
of inventory, set forth under your credit facility.
 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 40
 Overview, page 40

3. We note your disclosure on pages 24 and 44 th at you are increasing your  efforts to grow,
and are shifting your product mix towards, the financing and insurance;  service, parts and
accessories; and brokerage segments of your bus iness.  Please add disclosure to clarify
whether this increased effort and shift in product mix is a short-term strategy for the
current economic climate, or whether it is part  of your long-term strategy to make your
business less dependent on the ne w and used boat sales segments.
 Liquidity and Capital Resources, page 46

4. We note that you disclose on page 40 that the weakness in consumer spending has caused
you to defer your acquisition program and de lay new store openings.  Accordingly,
please clarify why you have identified “g rowth through acquisitions and new store
openings” as one of your primary cash needs.   If you plan to resume your acquisition
strategy in fiscal 2011, then please disclose such information in the “—Overview”
subsection.
5. Please discuss here or in the “Business” sect ion the obligation of your  dealerships to pay
to you dividends and other payments and cl arify whether such dividends and other
payments are based on your dealerships’ sa les of the products a nd performance of the
services described in pages 9 through 13.  Pl ease also specify the types of contributions
from your dealerships that constitute “other payments.”  Please also clarify whether you
consider such dividends and other payments  to be cash provided by operating activities.

William H. McGill Jr.  MarineMax, Inc. March 23, 2011 Page 3

 6. When you have identified more than one reas on for a material change to a financial
statement line item, please quantify each reason you cite as impacting such line item.  For
example, you state that for the fiscal y ear ended September 30, 2010, cash provided by
operating activities was primarily related to a decrease in inventories, a decrease in
accounts receivable from manufacturers, a nd a decrease in income tax receivable,
partially offset by a decrease in accounts pa yable.  However, you do not quantify the
impact attributable to each component.  Please also discuss the specific underlying
factors that caused each reason you cite to occur.  For example, you state that there was a
decrease in accounts receivable from manufact urers but do not discuss why such decrease
occurred.  Please revise accordingly throughout this section.  See Instruction 4 to Item
303(a) of Regulation S-K.
Item 9A.  Controls a nd Procedures, page 50

 Limitations on the Effectiven ess of Controls, page 50

7. We note your disclosure in th is section that “[ a] control system…can provide only
reasonable, not absolute, assurance that the ob jectives of the control system are met.”
Please confirm to us and revise to disclose, if true, that your disclosure controls and
procedures are designed to provide reasonabl e assurance of achievi ng their objectives and
that your principal executive o fficer and principal financial officer concluded that your
disclosure controls and proce dures are effective at that re asonable assurance level.
Alternatively, please rem ove the reference to the level of  assurance of your disclosure
controls and procedures.  See Section II.F.4 of Release N o. 33-8238 (June 5, 2003).
 Exhibits 10.21(f), 10.21(g) and 10.28

8. We note that the exhibits to the agreements filed as the above referenced Exhibits were
not filed with such agreements.  While you may omit schedules, exhibits and similar
attachments to agreements f iled pursuant to Item 601(b)(2 ) of Regulation S-K, you must
include all schedules, exhibits and similar a ttachments to agreements filed pursuant to
Item 601(b)(10) of Regulation S-K.  Acco rdingly, please amend your 10-Q for fiscal
quarter ended June 30, 2010 to re-file the ag reements filed as Exhibits 10.21(f) and
10.21(g) and include the exhibits to such agr eements.  Please re-file a complete copy of
the agreement filed as Exhibit 10.28 with your next periodic report.
 Exhibits 31.1 and 31.2

9. The certifications required by Exchange Act Ru le 13a-14(a) should conform to the form
set forth in Item 601(b)(31)(i) of Regulation S-K.  Accordingly, plea se revise paragraph
4(d) of such certifications to  delete the word “annual” and to include the phrase “(the
registrant’s fourth fisc al quarter in the case of an annual report).”

William H. McGill Jr.  MarineMax, Inc. March 23, 2011 Page 4

 Definitive Proxy Statement on Schedule 14A

 Compensation Discussion and Analysis, page 10

10. We note that you paid a discretionary bonus to  three of your named executive officers for
fiscal 2010.  Please include di scretionary bonuses as part of your discussion of your
elements of compensation and explain how you determine whether to utilize this form of
compensation, why you utilize this form of  compensation and how you determine the
amount to pay.  See Items 402(b)(1)(iii)-(v ) and 402(b)(2)(i) of Regulation S-K.
 Grants of Stock-Based Awards, page 12

11. We note that you state that your stock-based aw ards may include stock options, restricted
common stock and restricted stock units.  Pl ease discuss your basi s for allocating among
each different form of stock-based award.  See Item 402(b)(2)(iii) of Regulation S-K.
 Fiscal 2010 Compensation, page 13

 Compensation Consultants, page 13

12. Please clarify whether your Compensation Committee, your management or another
person engaged the compensation consultant.  See Item 407(e)(3)(iii) of Regulation S-K.
  Incentive Compensation, page 13

13. Please explain how you determined that your ex ecutive officers satisfied 50% of their
performance goals for fiscal 2010.  We note th at each of Messrs. McGill, McLamb and
Russell achieved his company performance goals for one of the two halves of fiscal 2010.
However, none of the named executive officer s achieved their performance goal based on
your adjusted earnings.
 Stock-Based Awards, page 14

14. Please disclose the factors that you considered in granting the number of restricted stock
units and stock options for fiscal 2010.  We note that you state on page 12 that you take
into account stock-based awards previously granted, among other factors.  Please explain
what these other factors are and how they contributed to your decision to grant the
number of restricted stock un its and stock options for fiscal  2010.  See Item 402(b)(1)(v)
of Regulation S-K.

William H. McGill Jr.  MarineMax, Inc. March 23, 2011 Page 5

 Executive Compensation, page 15

 Summary Compensation Table, page 15

15. Please clarify how you calculated the $62,500 paid  to Edward A. Russell as non-equity
incentive plan compensation.
 Outstanding Equity Awards at Fiscal Year-End, page 18

16. We note that you provide a gene ral description of the vest ing periods for your stock
options, restricted stock and re stricted stock units.  Please provide, via footnote, a more
detailed vesting schedule with respect to each different grant of stock options, restricted stock and restricted stock units.  See Instruct ion 2 to Item 402(f)(2 ) of Regulation S-K.
For further guidance, please consider Qu estion 122.02 of our Regul ation S-K Compliance
and Disclosure Interpretations.
 Certain Transactions and Relationships, page 27

 Policy Relating to Certain Transactions, page 27

17. Please describe how you determine whether a tr ansaction is a “mater ial” transaction and
what constitutes a “direct or indirect financial interest.”  Please also describe the
standards applied by your Board of Directors when determining whether a transaction is
“fair” to you and clarify whether such dete rmination needs to be made by your entire
Board of Directors or a major ity of directors.  See Item 404(b)(1)(i)-(ii) of Regulation S-
K.
 Business Relationships, page 27

18. We note that you have disclosed the dollar va lue of the transaction as approximately
$420,000.  Please also disclose the approximate do llar value of Robert S. Kant’s interest
in the transaction.  See Item  404(a)(4) of Regulation S-K.
 Family Relationships, page 27

19. Please disclose the dollar value of the stock op tions and restricted stock units granted to
W. Brett McGill, in each case computed based on the aggregate grant date fair value of such stock options and restricted stock units  in accordance with FASB ASC Topic 718.
See Item 404(a)(4) of Regulation S-K.

20. Please provide us with your analysis of wh ether you considered W. Brett McGill to have
been one of your “executive officers,” as such term is defined in Exchange Act Rule 3b-7, as of the end of your last completed fiscal  year.  Please include in such analysis a

William H. McGill Jr.  MarineMax, Inc. March 23, 2011 Page 6

 description of Mr. McGill’s re sponsibilities and a discussion of whether he performs any
policy making functions for you.
 Director Compensation, page 28

21. We note that Messrs. Furman, Kant, Knittel, Watters and Woodman elected to receive
some of the annual retainer in shares of co mmon stock instead of cash.  Please disclose
the amount that they elected to receive in stock under a column titled “Stock Awards”
and compute such amount based on the grant da te fair value of such stock in accordance
with FASB ASC Topic 718.  See Item 402(k)(2)(iii) of Regulation S-K.
 Ratification of Appointment of Independent Auditor, page 44

22. Please describe the nature of the services comprising the audit-related fees paid to Ernest
& Young LLP.  See Item 9(e)(2) of Schedule 14A.
 Form 10-Q for Fiscal Quarter Ended December 31, 2010

23. Please comply with comments 4 through 7, as they apply to your Form 10-Q for fiscal
quarter ended December 31, 2010.

Exhibit 10.21(i)

24. Please amend your 10-Q for fiscal quarte r ended December 31, 2010 to re-file the
agreement filed as Exhibit 10.21(i) and in clude the exhibit to such agreement.

We urge all persons who are responsible for th e 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 federa l securities laws of  the United States.

William H. McGill Jr.  MarineMax, Inc. March 23, 2011 Page 7

 Please contact Charles Lee, Attorney-Advi sor, at (202) 551-3427, Brigitte Lippmann,
Special Counsel, at (202) 551-3713 or me  at (202) 551-3720 with any questions.

Sincerely,
   /s/ Brigitte Lippmann    for
H. Christopher Owings Assistant Director
 cc: Robert S. Kant  Greenberg Traurig LLP

Mail Stop 3561
September 9, 2008
 William H. McGill Jr.
Chief Executive Officer
MarineMax, Inc. 18167 U.S. Highway 19 North Clearwater, FL 33764
Re: MarineMax, Inc.
Form 10-K for Fiscal Year Ended September 30, 2007 Filed December 11, 2007 File No. 1-14173
 Dear Mr. McGill:
 We have completed our review of your Form 10-K and have no further comments
at this time.

       Sincerely,
    H. Christopher Owings
Assistant Director

CORRESP
1
filename1.htm

corresp

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

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

Washington, D.C. 20549-0305

Attention: Scott Anderegg, Staff Attorney

    Re:

    MarineMax, Inc. (the “Company”)

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

    Filed: December 11, 2007

    Definitive Proxy Statement filed on Schedule 14A

    Filed: January 16, 2008

    Written Response

    Filed: June 26, 2008

    File No. 1-14173

Ladies and Gentlemen:

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

SEC Comment

Compensation Discussion and Analysis, page 6

    1.

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

Company Response

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

Overview and Philosophy

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

1

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

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

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

SEC Comment

Certain Transactions, page 19

    2.

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

Company Response

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

2

Policy Regarding Related Person Transactions

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

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

Sincerely,

Mike McLamb, CFO

MarineMax, Inc.

727-531-1700x10102

    Cc:

    Bill McGill — MarineMax, Inc.

Bob Kant — Greenberg Traurig

Mike Poland — E&Y

3

Mail Stop 3561
July 17, 2008
 William H. McGill Jr.
Chief Executive Officer
MarineMax, Inc. 18167 U.S. Highway 19 North Clearwater, FL 33764
Re: MarineMax, Inc.
Form 10-K for Fiscal Year Ended September 30, 2007 Filed December 11, 2007 Definitive Proxy Statement filed on Schedule 14A Filed January 16, 2008 Written Response Filed June 26, 2008 File No. 1-14173
 Dear Mr. McGill:
 We have reviewed your response to our letter dated June 26, 2008 and have the
following additional comments.  In each of our comments below, please confirm in writing to us in detail sufficient for an understanding of your disclosure how you intend
to comply in future filings by furnishing us your proposed revisions.  After reviewing this
information, we may raise additional comments.  Compensation Discussion and Analysis, page 6

1. We note your response to prior comment four in our letter dated May 29, 2008.
We recognize that specific di sclosure of future events is not possible, but rather
what is requested is the general format  and tenor of your proposed disclosure
expanded from your prior year informati on.  We understand that your disclosure
will be tailored to the specifics at the time.  We also note you believe disclosure
of quantitative criteria would cause you competitive harm.  Please revise your disclosure to discuss how difficult it w ill be for named executive officers or how
likely it will be for you to achieve the quant itative criteria.  Pl ease see Instruction
4 to Item 402(b) of Regulation S-K a nd the questions in Section 118 of the
Compliance &.Disclosure Inte rpretations July 3, 2008 at
http://www.sec.gov/divisions/cor pfin/cfguidance.shtml#regs-k
.  Please provide us
with the disclosure you would expect to  present in future filings regarding
quantitative disclosure and the diffi culty of achieving the criteria.

William H. McGill Jr.
MarineMax, Inc. July 17, 2008 Page
2

Certain Transactions, page 19
2. We note your response to prior comment  six in our letter dated May 29, 2008.
You state in your proposed disclosure that your board of directors will review and
approve transactions with your directors or officers.  Please revise this discussion to provide additional information regarding your policies and procedures relating to the review and approval of such tran sactions, as required pursuant to Item
404(b) of Regulation S-K.  Specifically, indicate how you will determine whether
a board member or an officer has a “direc t or indirect financial interest” in the
transaction.  Please also i ndicate whether these policie s and procedures are in
writing.
*****

 As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Detailed cover letters gr eatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.
You may contact Scott Anderegg, Staff A ttorney, at (202) 551-3342, or me at
(202) 551-3720 with any questions.

Sincerely,
    H. Christopher Owings
Assistant Director

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VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

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

Washington, D.C. 20549-0305

Attention: Anthony Watson, Staff Accountant

    Re:

    MarineMax, Inc. (the “Company”)

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

    Filed: December 11, 2007

    DEF 14A filed January 16, 2008

    File No. 1-14173

Ladies and Gentlemen:

     We are responding to comments on the Company’s above-referenced filings under the Securities
Act of 1934, as amended, provided by the staff (the “Staff”) of the Securities and Exchange
Commission by letter dated April 4, 2008. The Company’s responses to the Staff’s comments are
indicated below, directly following a restatement of each comment in bold, italicized type.

SEC Comment

Overview, page 41

    1.

    We reviewed your response to comment two in our letter dated April 4, 2008 and the
proposed revisions to your disclosure. Please consider providing forward-looking
information and quantifying the potential material effects of current economic conditions
on revenues, operating results and cash flows.

Company response:

In future filings, we will consider expanding forward-looking information about the impact
of the current economic conditions on revenue, operating results and cash flows to the
extent that we are able to reasonably quantify and project the impact of current trends on
future operations. At the time of the filing of the Form 10-K, we were not in a position to
increase our forward-looking disclosures due to the significance of the uncertainty in the
marketplace at that time.

1

SEC Comment

Contractual Commitments and Commercial Commitments, page 48

    2.

    We reviewed your response to comment four in our letter dated April 4, 2008 and the
proposed revisions to your disclosure. Please quantify scheduled interest payments under
your long-term debt agreements in footnote (1) to the table and disclose the basis for your
computation of estimated interest payments. Refer to Item 303(a)(5) of Regulation S-K and
Section IV.A and footnote 46 to the Commission’s Guidance Regarding Management’s Discussion
and Analysis of Financial Condition and Results of Operations.

Company response:

We propose modifying the Contractual Commitments and Commercial Commitments table as
follows:

Contractual Commitments and Commercial Commitments

     The following table sets forth a summary of our material contractual obligations and
commercial commitments as of September 30, 2007:

    Short-Term

    Other Long-

    Year Ending

    Borrowings

    Term

    Long-Term

    Operating

    September 30,

    (1)

    Liabilities (2)

    Debt (3)

    Leases (4)

    Total

    (Amounts in thousands)

    2008

    $
    326,000

    $
    —

    $
    6,366

    $
    9,425

    $
    341,791

    2009

    —

    2,368

    6,139

    7,703

    16,210

    2010

    —

    —

    5,912

    7,071

    12,983

    2011

    —

    —

    4,951

    6,577

    11,528

    2012

    —

    —

    4,498

    5,375

    9,873

    Thereafter

    —

    —

    10,844

    16,615

    27,459

    Total

    $
    326,000

    $
    2,368

    $
    38,710

    $
    52,766

    $
    419,844

    (1)

    Estimates of future interest payments for Short-Term Borrowings have been excluded in
the tabular presentation. See Notes to Consolidated Financial Statements for the variable
interest rates related to Short-Term Borrowings.

    (2)

    The amounts included in other long-term liabilities primarily consist of our estimated
liability for claims on certain workers’ compensation insurance policies. While we estimate
the amount to be paid in excess of 12 months, the ultimate timing of the payments is
subject to certain variability. Accordingly, we have classified all amounts as due in the
following year for the purposes of this table.

    (3)

    Estimates of future interest payments for Long-Term Debt have been included in the
tabular presentation based on the effective fixed and variable interest rates as of
September 30, 2007. The total estimated interest expense included is approximately $7.8
million. See Notes to Consolidated Financial Statements for the borrowings terms and fixed
or variable interest rates.

    (4)

    Amounts for operating lease commitments do not include certain operating expenses such
as maintenance, insurance, and real estate taxes. These amounts are not a material
component of operating expenses.

2

SEC Comment

Item 9A. Controls and Procedures, page 49

    3.

    We reviewed your response to comment five in our letter dated April 4, 2008 and the
proposed revisions to your disclosure. We re-issue our previous comment in part. You
state that your chief executive officer and chief financial officer concluded that your
disclosure controls and procedures are effective to ensure that you record, process,
summarize and report information required to be disclosed in quarterly reports filed under
the Securities Exchange Act within the time periods specified in the Commission’s rules and
forms. Please revise to state, if true, that your chief executive officer and chief
financial officer also concluded that your disclosure controls and procedures were
effective to ensure information required to be disclosed by you in the reports you file or
submit under the Securities Exchange Act is accumulated and communicated to management,
including your chief executive and financial officers, to allow timely decisions regarding
required disclosures. Alternatively, you could revise to simply state that your chief
executive officer and chief financial officer concluded disclosure controls and procedures
are effective.

Company response:

We will modify the disclosure to read as follows:

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that
material information required to be disclosed by us in Securities Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission’s rules and forms, and that such
information is accumulated and communicated to our management, including the Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.

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

Changes in Internal Controls

During our fourth quarter ended September 30, 2007, there were no changes in our
internal controls over financial reporting that materially affected, or were
reasonably likely to materially affect, our internal control over financial
reporting.

3

SEC Comment

Compensation Discussion and Analysis, page 6

    4.

    We note your response to prior comments eight in our letter dated April 4, 2008.
Please provide us with the disclosure that you would expect to provide in future filings
regarding the quantitative criteria.

Company Response

          You have requested that we provide you with disclosure that we would expect to provide
in the future filings regarding quantitative disclosure of pre-determined goals that our
compensation committee established for the executive incentive compensation plan. There are
several problems with this request.

          First, we point out that the compensation committee each year establishes individual
compensation plans for each of our executive officers. As a result, it is not possible to
describe expected disclosure for any future year.

          Second, we point out that quantitative disclosure of goals would cause us serious
competitive harm. The committee establishes performance goals to drive overall company
performance. Each officer has specific goals tied to that officer’s area of responsibility
in alignment with overall company objectives. The goals are aspirational in nature rather
than anticipatory in nature. That is, it would be misleading in various instances to
quantify a goal because our company does not necessarily set goals within guidance levels or
anticipated company performance. For example, we may have no idea whether we will open a
new retail location during a year and be unwilling from a liability standpoint to indicate a
targeted location opening level. Nevertheless, we may provide incentive compensation to one
of our officers for successfully opening one or more retail locations. Moreover, individual
goals often go to the core of corporate strategies, such as a reduction of inventory, an
increase in gross margin, raising additional capital, and securing the services of executive
personnel with specific expertise. Quantitative disclosure in these areas would involve
competitive harm with competitors, suppliers, and employees. For example, it would be
harmful for a competitor to know that we wanted to encourage reducing inventory by a
specific amount or increase margin by a specific percentage.

          We would expect discussions in future filings to be similar to the discussions
contained in our most recent proxy statement. However, the specific goals are likely to
change over time. We believe that we have disclosed a significant amount of information
about the targets and the computations to achieving the targets. Many of these objectives
are clear to a reader and easy to calculate.

4

SEC Comment

Employment Agreements, page 19

    5.

    We note your response to prior comment 10 in our letter dated April 4, 2008. Please
confirm that you will provide your response to this comment in future filings.

Company Response

     In future filings, we will disclose why we have chosen to make certain payment arrangements.

SEC Comment

Certain Transactions, page 19

    6.

    We note your response to prior comment 12 in our letter dated April 4, 2008. Please
provide us with the disclosure that you would expect to provide in future filings regarding
the policies and procedures for the review, approval or ratification of the transactions
described in this section.

Company Response

     In future filings, we expect our disclosures to be similar to the following:

CERTAIN TRANSACTIONS AND RELATIONSHIPS

     Policy Relating to Certain Transactions

          We have a policy that we will not enter into any material transaction in which
a director or officer has a direct or indirect financial interest unless the
transaction is determined by our board of directors to be fair to us or is approved
by a majority of our disinterested directors or by our stockholders, as provided
for under Delaware law. The following transactions have been reviewed and approved
by our disinterested members of our board of directors.

5

SEC Comment

Notes to Consolidated Financial Statements, page F-8

    7.

    We reviewed your response to comment 16 in our letter dated April 4, 2008. We believe
you should disclose revenues from external customers for each group of similar products and
services for each year presented pursuant to paragraph 37 of SFAS 131. Please revise or
advise.

Company Response

     The company will add the following disclosure to page F-13 under the subsection “Revenue
Recognition”.

     The following table sets forth percentages of our revenue generated by certain products and
services, for each of last three years.

    2005

    2006

    2007

    New boat sales

    70.5
    %

    70.9
    %

    68.2
    %

    Used boat sales

    17.6
    %

    17.0
    %

    18.8
    %

    Maintenance and repair services

    4.6
    %

    4.9
    %

    5.0
    %

    Finance and insurance products

    3.1
    %

    3.2
    %

    3.6
    %

    Parts and accessories

    3.0
    %

    2.9
    %

    3.2
    %

    Brokerage services

    1.2
    %

    1.1
    %

    1.2
    %

    Revenue

    100.0
    %

    100.0
    %

    100.0
    %

     Thank you for the comments associated with review of our filings. We have attempted to
respond fully with the comments provided to ensure the adequacy and accuracy of our filings. It is
our intention to file amendments to the documents, as soon as administratively practical, once we
have concluded on the proper resolution of the staff’s comments. If you have any questions please
contact myself, Mike McLamb our CFO at 727-531-1700x10131 or Jack Ezzell our Chief Accounting
Officer and Controller at 727-531-1700x10107.

Sincerely,

Mike McLamb, CFO

MarineMax, Inc.

727-531-1700x10102

    Cc:

    Bill McGill — MarineMax, Inc.

    Bob Kant — Greenberg Traurig

    Mike Poland — E&Y

6

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June 13, 2008

Mr. Anthony Watson

Staff Accountant

United States Securities and Exchange Commission

Washington, D.C. 20549

Mail stop 3561

Dear Anthony:

Pursuant to your conversation today with Jack Ezzell of MarineMax, we will respond to the SEC
questions by June 27, 2008.

I can be reached at 727-531-1700 if you have any additional questions.

Sincerely,

 /s/ Michael H. Mclamb

Michael H. McLamb

Chief Financial Officer

Executive Vice President

18167 US 19 N., Suite 300 • Clearwater, Florida 33764 • Tel 727-531-1700 • Fax 727-524-3954 • www.marinemax.com

Mail Stop 3561           May 29, 2008   William H. McGill Jr. Chief Executive Officer MarineMax, Inc. 18167 U.S. Highway 19 North Suite 300 Clearwater, FL 33764

 Re:  MarineMax, Inc.   Form 10-K for the fiscal  year ended September 30, 2007
  Filed December 11, 2007   DEF 14A filed January 16, 2008   File No. 1-14173

Dear Mr. McGill:

We have reviewed your response letter dated May 2, 2008 and have the following
comments.  Where indicated, we think you should revise your document in response to these
comments. Otherwise, you should comply in all fu ture filings, as applicable.  Please confirm in
writing that you will do so and explain to us in sufficient detail for an understanding of the
disclosure how you intend to comply by providing us with your proposed revisions.  Please
confirm in writing that you will do so, and also explain to us how you intend to comply.  If you
disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be  as detailed as necessary in your explanation.  After reviewing
this information, we may raise additional comments.
Form 10-K for Fiscal Year Ended September 30, 2007

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 41

Overview, page 41
1. We reviewed your response to comment two in our letter dated April 4, 2008 and the
proposed revisions to your disclosure.  Please consider providing forward-looking
information and quantifying the potential material effects of current economic conditions
on revenues, operating resu lts and cash flows.

William H. McGill Jr.
MarineMax, Inc. May 29, 2008 Page 2 of 3
2 Contractual Commitments and Commercial Commitments, page 48

2. We reviewed your response to comment four  in our letter dated April 4, 2008 and the
proposed revisions to your disclosure.  Pleas e quantify scheduled in terest payments under
your long-term debt agreements in footnote (1) to the table and disclo se the basis for your
computation of estimated interest payments.  Refer to Item 303(a)(5) of Regulation S-K
and Section IV.A and footnote 46 to the Commission’s Guidance Regarding
Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
 Item 9A.  Controls a nd Procedures, page 49

3. We reviewed your response to comment five  in our letter dated April 4, 2008 and the
proposed revisions to your disclosure.  We re-issue our previous comment in part.  You state that your chief executive officer and chief financial officer concluded that your
disclosure controls and pro cedures are effective to ensu re that you record, process,
summarize and report information required to be disclosed in quarterly  reports filed under
the Securities Exchange Act within the tim e periods specified in the Commission’s rules
and forms.  Please revise to state, if true , that your chief executive officer and chief
financial officer also concl uded that your disclosure cont rols and procedures were
effective to ensure information required to be disclosed by you in the reports
 you file or
submit under the Securities Exchange Act is accumulated and communicated to management, including your chief executive and financial officers, to allow timely
decisions regarding required disclosures.  A lternatively, you could revise to simply state
that your chief executive officer and chief financial officer concluded disclosure controls and procedures are effective.
Item 11. Executive Compensation, page 11

 Compensation Discussion and Analysis, page 6

4. We note your response to prior comment eigh t in our letter dated April 4, 2008.  Please
provide us with the disclosure that you would expect to provide  in future filings regarding
the quantitative criteria.
 Employment Agreements, page 19

5. We note your response to prior comment 10 in  our letter dated April 4, 2008.  Please
confirm that you will provide your response to this comment in future filings.
 Certain Transactions, page 19

6. We note your response to prior comment 12 in  our letter dated April 4, 2008.  Please
provide us with the disclosure that you would expect to provide  in future filings regarding

William H. McGill Jr.
MarineMax, Inc. May 29, 2008 Page 3 of 3
3 the policies and procedures for the review, approval or rati fication of the transactions
described in this section.
 Notes to Consolidated Financial Statements, page F-8

7. We reviewed your response to comment 16 in our letter dated Apr il 4, 2008.  We believe
you should disclose revenues from external cu stomers for each group of similar products
and services for each  year presented pursuant to pa ragraph 37 of SFAS 131.  Please
revise or advise.

As appropriate, please amend your filings and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us
with marked copies of the amendment to expedite  our review.  Please furn ish a cover letter with
your amendment that keys your responses to  our comments and pr ovides any requested
information.  Detailed cover lette rs greatly facilitate our review .  Please understand that we may
have additional comments afte r reviewing your amendment and responses to our comments.

Any accounting-related questions may be di rected to Anthony Watson, Staff Accountant
at (202) 551-3318 or William Thompson, Branch Chief at (202) 551-3344.  Questions on other disclosure issues may be directed to Mara L. Ransom, Branch Chief, at (202) 551-3264, or me at
(202) 551-3720 if you have any questions regarding your filing or this review.

Sincerely,

          H. Christopher Owings
Assistant Director

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Table of Contents

VIA FACSIMILE (202) 942-1988 and EDGAR

Securities and Exchange Commission

Division of Corporation Finance

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

Washington, D.C. 20549-0305

Attention: Anthony Watson, Staff Accountant

    Re:

    MarineMax, Inc. (the “Company”)

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

    Filed: December 11, 2007

    DEF 14A filed January 16, 2008

    Form 8-K filed January 17, 2008

    From 8-K filed February 8, 2008

    Form 10-Q for the quarter ended December 31, 2007

    Filed: February 11, 2008

    Form 8-K filed March 5, 2008

    Form 8-K filed March 12, 2008

    File No. 1-14173

Ladies and Gentlemen:

     We are responding to comments on the Company’s above-referenced filings under the Securities
Act of 1934, as amended, provided by the staff (the “Staff”) of the Securities and Exchange
Commission by letter dated April 4, 2008. The Company’s responses to the Staff’s comments are
indicated below, directly following a restatement of each comment in bold, italicized type.

SEC Comment

Signatures, page 54

    1.

    We note your Form 10-K makes provision for your chief executive officer, your principal
financial officer and your controller or principal accounting officer and a majority of your
board to sign in their capacities on your behalf, however the filing has not been signed.
Please revise. See Form 10-K and general Instruction D(2)(a).

Company response:

    The Form 10-K was manually signed by our Chief Executive Officer, the Principal Accounting
and Financial Officer and all members of the Board of Directors. In the Edgarization
process the conformed signatures did not convert properly. We will revise accordingly.

1

TABLE OF CONTENTS

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

 Item 9A. Controls and Procedures

 Item 11. Executive Compensation

Table of Contents

SEC Comment

    Item 7.

    Management’s Discussion and Analysis of Financial Condition and Results of Operations,
page 41

    2.

    Please expand this section to discuss known material trends and uncertainties that will have,
or are reasonably like to have, a material impact on your revenues or income or result in your
liquidity decreasing in any material way. Also, please provide additional information about
the quality and variability of your earnings and cash flows so that investors can ascertain
the likelihood of the extent past performance is indicative of future performance. Further,
discuss in reasonable detail economic or industry-wide factors relevant to your business and
material opportunities, challenges, and risks in the short and long term and the actions you
are taking to address them. Refer to Item 303 of the Regulation S-K and Section IV.A and
footnote 46 to the Commission’s Guidance Regarding Management’s Discussion and Analysis of
Financial Condition and Results of Operations.

Company response:

    We propose to add the following paragraph to Item 7 — Management’s Discussion and Analysis
of Financial Condition and Results of Operations, sub-caption “Overview” to outline the
current state of the company and industry.

Fiscal 2007 was a challenging year for the marine industry, with a
reported double digit drop in retail unit sales. The economic softness has made it
more difficult for us to maintain the profitability that we desire, however we have
capitalized on our strengths to substantially outperform the industry and deliver
significant market share gains through an increase in unit sales. We believe the
investments we have made to grow market share will yield an increase in future
revenue as our customer’s trade into larger products. Our ability to deliver unit
sales results, that are far greater than the industry, supports the alignment of our
retailing strategies matching the desires of consumers. The cyclical nature of the recreational boating
industry has adversely affected our business and results of operations in Fiscal
2007. As general economic trends improve, we expect our financial strength and
retailing strategies position us to capitalize on growth opportunities as they occur
and will allow us to emerge from this challenging environment with greater earnings
potential.

Current economic conditions in areas in which we operate dealerships, particularly Florida and California, had a negative impact on our operations. General
economic conditions, sonsumer spending patterns, federal tax policies, interest rate levels, and the cost and
availability of fuel can impact overall boat purchases and as a result may materially impact our revenues and cash flows.
The uncertainty associated with these adverse economic and industry factors will continue to impact the variability in our operating results from what we have historically experienced.

2

Table of Contents

SEC Comment

    3.

    Disclose in a separately captioned section any off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on your financial condition. Your
discussion should include all of the information that is required by Item 303(a)(4) of
Regulation S-K. If there are none, please state that in your future filings.

Company response:

    We do not have any off-balance sheet arrangements. We do not see where a negative
affirmation is required by Item 303(a)(4). Please advise if the negative affirmation is a
preferred disclosure by the staff or required disclosure.

SEC Comment

Contractual Commitments and Commercial Commitments, page 48

    4.

    Please disclose scheduled interest payments under your long-term debt agreements in the table
or in a footnote to the table. Given that the interest rates under the majority of your
long-term debt agreements are variable, you should disclose the basis for your computation of
estimated interest payments. Please also include obligations related to other long-term
liabilities reflected in your balance sheet or disclose pertinent data for an understanding of
the timing and amount of such obligations. In addition, please disclose that lease
obligations exclude insurance, taxes, maintenance and other costs and provide a context for
readers to understand the impact of such costs on the obligations. Refer to Item 303(a)(5) of
Regulation S-K and Section IV.A and footnote 46 to the Commission’s Guidance Regarding
Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Company response:

    We propose modifying the Contractual Commitments and Commercial Commitments table as
follows:

Contractual Commitments and Commercial Commitments

     The following table sets forth a summary of our material contractual obligations and
commercial commitments as of September 30, 2007:

    Short-Term

    Other Long-

    Borrowings

    Term

    Long-Term

    Operating

    Year Ending September 30,

    (1)

    Liabilities (2)

    Debt (1)

    Leases (3)

    Total

    (Amounts in thousands)

    2008

    $
    326,000

    $
    —

    $
    4,396

    $
    9,425

    $
    339,821

    2009

    —

    2,368

    4,474

    7,703

    14,545

    2010

    —

    —

    4,563

    7,071

    11,634

    2011

    —

    —

    3,902

    6,577

    10,479

    2012

    —

    —

    3,705

    5,375

    9,080

    Thereafter

    —

    —

    9,793

    16,615

    26,408

    Total

    $
    326,000

    $
    2,368

    $
    30,833

    $
    52,766

    $
    411,967

3

Table of Contents

    (1)

    Estimates of future interest payments for Short-Term Borrowings and Long-Term Debt
have been excluded in the tabular presentation. See Notes to Consolidated Financial
Statements for the fixed and variable interest rates related to each of the borrowings.

    (2)

    The amounts included in other long-term liabilities primarily consist of our estimated
liability for claims on certain workers’ compensation insurance policies. While we estimate
the amount to be paid in excess of 12 months, the ultimate timing of the payments is
subject to certain variability. Accordingly, we have classified all amounts as due in the
following year for the purposes of this table.

    (3)

    Amounts for operating lease commitments do not include certain operating expenses such
as maintenance, insurance, and real estate taxes. These amounts are not a material
component of operating expenses.

SEC Comment

Item 9A. Controls and Procedures, page 49

    5.

    You state that your chief executive officer and chief financial officer concluded that your
disclosure controls and procedures are effective to ensure that you record, process, summarize
and report information required to be disclosed in quarterly reports filed under the
Securities Exchange Act within the time periods specified in the Commission’s rules and forms.
Please revise to remove the quarterly qualification regarding quarterly reports as
disclosure controls and procedures apply to all reports filed or submitted under the
Securities Exchange Act. Also, revise to state, if true, that your chief executive officer
and chief financial officer concluded that your disclosure controls and procedures were
effective to ensure information required to be disclosed by you in the reports you
file or submit under the Securities Exchange Act is accumulated and communicated to
management, including your chief executive and financial officers, to allow timely decisions
regarding required disclosure controls and procedures in Exchange Act Rules 13a-15(e) and
15d-15(e). Additionally, please confirm to us your officers’ conclusion regarding the
effectiveness of your disclosure controls and procedures as defined in Exchange Act Rules
13a-15(e) and 15d-15(e).

Company response:

    We will revise the filing accordingly, removing the quarterly qualification. We also
confirm that our officers have concluded regarding the effectiveness of our disclosure
controls and procedures as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e). We
will modify the disclosure to read as follows:

    Evaluation of Disclosure Controls and Procedures

We carried out an evaluation as required by Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, with the participation of our Chief Executive
Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our
disclosure controls and procedures as of September 30, 2007. Based on this
evaluation, our CEO and CFO have each concluded that our disclosure controls and
procedures are effective to ensure that we record, process, summarize, and report
information required to be disclosed by us in our reports filed under the Securities
Exchange Act within the time periods specified by the Securities and Exchange
Commission’s rules and forms.

    Changes in Internal Controls

During our fourth quarter ended September 30, 2007, there were no changes in our
internal controls over financial reporting that materially affected, or were
reasonably likely to materially affect, our internal control over financial
reporting.

4

Table of Contents

SEC Comment

    6.

    Please revise your disclosure regarding changes in internal control over financial reporting
to identify any change in your internal control over financial reporting that occurred during
your last fiscal quarter that has materially affected, or is reasonably likely to materially
affect, your internal control over financial reporting. Refer to Item 308(c) of Regulation
S-K.

Company Response

    We will revise the disclosure accordingly. The proposed modification has been also been
incorporated into our response to comment #5.

SEC Comment

Item 11. Executive Compensation, page 11

Compensation Discussion and Analysis, page 6

    7.

    In future filings, clarify whether your President and Chief Executive Officer met with
representatives of Sibson Consulting regarding his compensation or the compensation of other
named executive officers and identify the members of management with whom Sibson Consulting
works.

Company Response

    In future filings we will clarify which members of management directly worked with Sibson
Consulting.

SEC Comment

Incentive Compensation, page 8

    8.

    We note that the bonuses for your named executives are based on a percentage of your
consolidated monthly pretax profit and upon the achievement of equally weighted goals. You
have not provided quantitative disclosure of the pre-determine goals that the compensation
committee established for the executive incentive compensation plan. In future filings,
please disclose or, to the extent you believe disclosure of these targets is not required
because it would result in competitive harm, provide us on a supplemental basis a detailed
explanation under Instruction 4 to Item 402(b) of Regulation S-K for this conclusion. See
also Question 3.04 of the Item 402 of Regulation S-K Interpretations available on our website
at www.sec.gov. If disclosure of the factors could cause competitive harm, please discuss
further how difficult it will be for the named executive officer or how likely it will be for
you to achieve the target levels or other factors. Please see Instruction 4 to Item 402(b) of
Regulation S-K.

Company Response

    In future filings we will include additional language disclosing the quantitative criteria
for achieving the goals unless they would cause competitive harm.

5

Table of Contents

SEC Comment

    9.

    Please discuss the extent to which the compensation committee can exercise or has exercised
discretion either to award compensation absent attainment of the relevant performance goals or
to reduce or increase the size of any award or payout. See Item 402(b)(2)(vi) of Regulation
S-K.

Company Response

    The compensation committee can exercise discretion in the execution of the compensation
plan. A discretionary bonus was paid to one of our executive officers and was disclosed on
page 10 of our Proxy Statement.

SEC Comment

Employment Agreements , page 19

    10.

    Please describe and explain how you determine the appropriate payment and benefit levels
under the various circumstances that trigger payments or provision of benefits upon
termination or a change in control in future filings. See Item 402(b)(1)(v) and 402(j)(3) of
Regulation S-K. Please discuss why you have chosen to pay certain multiples of the components
of compensation under these arrangements and how potential payments and benefits under these
arrangements may have influences the compensation committee’s decision regarding other
compensation elements.

Company Response

    We have determined to pay a multiple of base salary and bonus for designated time periods.
In determining the amounts, we considered similar provisions under employment agreements for
comparable positions in comparable companies. We believe the circumstances in which such
amounts are payable are clear and easily calculated.

SEC Comment

    11.

    While the Commission has not mandated tabular disclosure of potential post-employment
payments, we encourage you to present this information in future filings in a tabular format
so that investors may assess clearly the amount of compensation to be received under the
various scenarios that would lead to a named executive officer’s termination or change in
control of the company. See section VI of the Securities Act Release 33-8732A.

Company Response

    We will take this into consideration in preparing future filings.

6

Table of Contents

SEC Comment

Certain Transactions, page 19

    12.

    In future filings, please describe your policies and procedures for the review, approval, or
ratification of the transactions you describe this section. See Item 404(b) of Regulation
S-K.

Company Response

    In future filings we will disclose the additional information associated with these types of
transactions as requi

Mail Stop 3561         A p r i l  4 ,  2 0 0 8   William H. McGill Jr. Chief Executive Officer MarineMax, Inc. 18167 U.S. Highway 19 North Suite 300 Clearwater, FL 33764

Re: MarineMax, Inc.
 Form 10-K for the fiscal year ended September 30, 2007
Filed December 11, 2007
 DEF 14A filed January 16, 2008
Form 8-K filed January 17, 2008 Form 8-K filed February 8, 2008 Form 10-Q for the period ended December 31, 2007
 Filed February 11, 2008  Form 8-K filed March 5, 2008  Form 8-K filed March 12, 2008
File No. 1-14173

Dear Mr. McGill:
 We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response  to these comments.  Otherwise, you should
comply in all future filings, as applicable.  Please confirm in writing that you will do so and
explain to us in sufficient detail for an understa nding of the disclosure how you intend to comply
by providing us with your proposed revisions. If  you disagree, we will consider your explanation
as to why our comment is inapplicable or a revi sion is unnecessary.  Please 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 disclo sure.  After reviewing this information, we
may raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.  We look forward to working with  you in these respects.  We welcome any
questions you may have about our comments or any other aspect of our review.  Feel free to call
us at the telephone numbers listed  at the end of this letter.

William H. McGill Jr.
MarineMax, Inc. April 4, 2008 Page 2    Signatures, page 54

1. We note your Form 10-K makes provision for you r chief executive officer, your principal
financial officer and your contro ller or principal accounting o fficer and a majority of your
board to sign in their capacities on your be half, however the filing has not been signed.
Please revise.   See Form 10-K a nd General Instruction D(2)(a).

Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 41
2. Please expand this section to discuss known material trends  and uncertainties that will
have, or are reasonably like to have, a material impact on your revenues or income or
result in your liquidity decr easing or increasing in any material way.  Also, please
provide additional information about the quality  and variability of your earnings and cash
flows so that investors can ascertain the lik elihood of the extent past performance is
indicative of future performance.  Further,  discuss in reasonable detail economic or
industry-wide factors relevant to your busin ess and material opport unities, challenges,
and risks in the short and long term and the actions you are ta king to address them.  Refer
to Item 303 of Regulation S-K and Section IV.A and footnote 46 to the Commission’s
Guidance Regarding Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
3. Disclose in a separately captioned section a ny off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on your  financial condition.
Your discussion should include all of the in formation that is required by Item 303(a)(4)
of Regulation S-K.  If there are none, pl ease state this in your future filings.

Contractual Commitments and Co mmercial Commitments, page 48
4. Please disclose scheduled interest payments under your long-term debt agreements in the
table or in a footnote to the table.  Given th at the interest rates unde r the majority of your
long-term debt agreements are variable , you should disclose the basis for your
computation of estimated interest payments.  Please also include obligations related to
other long-term liabilities reflected in your bala nce sheet or disclose pertinent data for an
understanding of the timing and amount of such  obligations.  In addition, please disclose
that lease obligations exclude insurance, taxes, maintenance and other costs and provide a
context for readers to understand the impact of such costs on the obligations.  Refer to
Item 303(a)(5) of Regulation S-K and Secti on IV.A and footnote 46 to the Commission’s
Guidance Regarding Management’s Discussion and Analysis of Financial Condition and
Results of Operations.

Item 9A. Controls and Procedures, page 49

William H. McGill Jr.
MarineMax, Inc. April 4, 2008 Page 3

5. You state that your chief executi ve officer and chief financial officer concluded that your
disclosure controls and pro cedures are effective to ensu re that you record, process,
summarize and report information required to be disclosed in quarterly  reports filed under
the Securities Exchange Act within the tim e periods specified in the Commission’s rules
and forms.  Please revise to remove the qualification regarding quarterly
 reports as
disclosure controls and procedures apply to all reports filed or submitted under the
Securities Exchange Act.  Also, revise to stat e, if true, that your chief executive officer
and chief financial officer concluded that you r disclosure controls and procedures were
effective to ensure information required to be disclosed by you in the reports  you file or
submit under the Securities Exchange Act is accumulated and communicated to management, including your chief executive and financial officers, to allow timely
decisions regarding required disclosures.  Si milarly revise the disc losure in your reports
on Form 10-Q.  Refer to the definition of disc losure controls and pr ocedures in Exchange
Act Rules 13a-15(e) and 15d-15(e).  Additiona lly, please confirm to us your officers’
conclusions regarding the eff ectiveness of your disclosure controls and procedures as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e).
6. Please revise your disclosure regarding cha nges in internal control over financial
reporting to identify any change in your inte rnal control over fina ncial reporting that
occurred during your last fiscal quarter  that has materially a ffected, or is reasonably
likely to materially affect, your internal cont rol over financial reporting.  Refer to Item
308(c) of Regulation S-K.

Item 11.  Executive Compensation, page 11

 Compensation Discussion and Analysis, page 6

7. In future filings, clarify whether your Pres ident and Chief Executive Officer met with
representatives of Sibson Consulting regarding his compensation or the compensation of other named executive officers and identify the members of management with whom
Sibson Consulting works.
Incentive Compensation, page 8

8. We note that the bonuses for your named executives are based on a percentage of your
consolidated monthly pretax profit and upon the achievement of  equally weighted goals.
You have not provided quantitative disclosu re of the pre-determined goals that the
compensation committee established for the ex ecutive incentive compensation plan.  In
future filings, please disclose or, to the extent you believe disclosure of these targets is not required because it would result in competitive harm, provide us on a supplemental basis a detailed explanation unde r Instruction 4 to Item 402(b)  of Regulation S-K for this
conclusion.  See also Question 3.04 of the It em 402 of Regulation S-K Interpretations
available on our website at www.sec.gov
.  If disclosure of the factors could cause
competitive harm, please discuss further how di fficult it will be for the named executive

William H. McGill Jr.
MarineMax, Inc. April 4, 2008 Page 4
officer or how likely it will be for you to achieve the target levels or other factors.  Please
see Instruction 4 to Item 402(b) of Regulation S-K.
9. Please discuss the extent to which the compensation committee can exercise or has
exercised discretion either to award compen sation absent attainment of the relevant
performance goals or to reduce or increase th e size of any award or payout.  See Item
402(b)(2)(vi) of Regulation S-K.

Employment Agreements, page 19

10. Please describe and explain how you determine the appropriate payment and benefit
levels under the various circumstances that trigger payments or provision of benefits
upon termination or a change in control in future filings.  See Item 402(b)(1)(v) and
402(j)(3) of Regulation S-K.  Please disc uss why you have chosen to pay certain
multiples of the components of compensation under these arrangements and how potential payments and benefits under th ese arrangements may have influenced the
compensation committee’s decision regarding other compensation elements.
11. While the Commission has not mandated tabular  disclosure of potential post-employment
payments, we encourage you to present this in formation in future filings in a tabular
format so that investors ma y assess clearly the amount of compensation to be received
under the various scenarios that would lead to  a named executive officer's termination or
change in control of the company. See sec tion VI of the Securities Act Release 33-
8732A.
Certain Transactions, page 19

12. In future filings, please describe your policies and procedures for the review, approval, or
ratification of the transactions  you describe this section.  See Item 404(b) of Regulation
S-K.
13. In future filings, please file the agreements that  you describe in this se ction as exhibits or
tell us why you do not believe this is necessary.

Consolidated Balance Sheets, page F-3
14. It does not appear that your  disclosure regarding issued  shares of common stock
considers outstanding treasury stock for each of the years presented.  Please revise or advise.

William H. McGill Jr.
MarineMax, Inc. April 4, 2008 Page 5    Consolidated Statements of Comprehensive Income, page F-5

15. Please tell us how to reconcile other comp rehensive income for the most recent year
presented to the change in accumulated compre hensive income reflected in the statements
of stockholders’ equity on page F-6.  Otherwise, revise as appropriate.

Notes to Consolidated Financial Statements, page F-8
16. Please disclose revenues for each group of si milar products and serv ices for each year
presented or tell us why you believe disclo sure of information about products and
services is not required.  If  providing the information is im practicable, please disclose
that fact.  Refer to paragraph 37 of SFAS 131.

Note 3.  Significant Accounting Policies, page F-10
 Inventories, page F-11

17. We note your disclosure on page 11 that you acqui re substantially all of your used boats
through customer trade-ins.  Please disclose  how you account for trade-in transactions.
In addition, please tell us in detail the ba sis in GAAP for your acc ounting of trade-in
transactions.  Please address whether you recogni ze used boat inventory at fair value, and
if not, why your method is appropriate.

Note 2.  Acquisitions, page F-9
18. You disclose that recognition of tax deductib le goodwill and indefinite-lived intangible
assets were based on third-part y valuations.  Please disclose  the name of the third party
valuation firms and file written consents for the inclusion of the disclosure regarding the
valuations.  Alternatively, rem ove the disclosure regarding th ird party valuations.  If you
believe consents are not required, please advi se in detail.  Refer to Section 436(b) of
Regulation C and Section 7(a) of  the Securities Act of 1933.

Note 7.  Goodwill and Other In tangible Assets, page F-18
19. For identifiable intangible assets, please  disclose the gross carrying amount and
accumulated amortization, in total and by major intangible asset class, for each year presented.  Also disclose aggregate amortiza tion expense for each year presented and the
estimated aggregate amortization expense for eac h of the five succeeding fiscal years.  In
this regard, we assume that all of your inta ngible assets are not i ndefinite-lived dealer
agreements.  Refer to paragraph 45 of SFA S 142.  Additionally, tell us the facts and
circumstances supporting your conclusion that  intangible assets related to dealer
agreements have indefinite useful lives.  Refer to paragraph 11 of SFAS 142.

William H. McGill Jr.
MarineMax, Inc. April 4, 2008 Page 6  Exhibits 31.1 and 31.2

20. Please revise the certifications  to conform exactly to the ce rtification set forth in Item
601(b)(31) of Regulation S-K.  In particul ar, please replace “this annual report” with
“this report” in paragraphs 1, 2, 3, 4a and 4c, replace “the annual report” with “this
report” in paragraph 4d and insert the parent hetical language “(the registrant’s fourth
fiscal quarter in the case of an annual report) ” and replace “was materially affected” with
“has materially affected” in paragraph 4d.

Form 10-Q for Quarter Ended December 31, 2007
21. To the extent applicable, please also a ddress the comments above in your reports on
Form 10-Q.

Condensed Consolidated Statement of Stockholders’ Equity, page 6
22. Please tell us if you consider th e conversions of restricted stoc k awards to restricted stock
units as modifications as defined in paragra ph 51 of SFAS 123(R).  If so, tell us how you
measured the resulting effect s of the modifications.  If not, tell us why you do not
consider the conversions as modifications.

Note 13.  Net Loss Per Share, page 14
23. Please tell us how you determined the number of outstanding options to purchase shares
of common stock disclosed in th e first and second sentences under the table that were not
included in the computation of diluted loss per share data.  It appears that these
disclosures are inconsistent  and vary from the number of outstanding options.  In
addition, please disclose other securities, such as restricted  stock awards, that were not
included in the computation of diluted earni ngs per share data because to do so would
have been anti-dilutive.

* * *

 Please respond to our comments within 10 bus iness days, or tell us by that time when
you will provide us with a response.  Please unde rstand that we may have additional comments
after reviewing your responses to our comments.    We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing in cludes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

William H. McGill Jr.
MarineMax, Inc. April 4, 2008 Page 7    In connection with responding to our comme nts, please provide, in writing, a 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 re sponse to staff comments do not foreclose the
Commission from taking any action w ith respect to the filing; and

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

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
You may contact Anthony Watson, Staff Accountant, at (202) 551-3318 or Bill
Thompson, Branch Chief, at (202) 551-3344, if you have questions regarding comments on the
financial statements and related matters.  Please  contact Indira Lall, St aff Attorney, at (202) 551-
3582, Mara Ransom, Branch Chief, at (202) 551- 3238, or me at (202)

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

Mail Stop 3561

								            July 6, 2006

Mr. Michael H. McLamb
Chief Financial Officer
MarineMax, Inc.
18167 U.S. Highway 19 North, Suite 300
Clearwater, Florida 33764

		RE:	MarineMax, Inc.
			Form 10-K for Fiscal Year Ended September 30, 2005
			Filed December 12, 2005
			Form 10-K/A for Fiscal Year Ended September 30,
2005
			Filed June 14, 2006
Forms 10-Q for Fiscal Quarters Ended December 31, 2005 and March
31,
2006
Form 10-Q/A for Fiscal Quarter Ended December 31, 2005
			File No. 1-14173

Dear Mr. McLamb:

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

									Sincerely,

									George F. Ohsiek, Jr.
									Branch Chief

July 6, 2006
Page 1

</TEXT>
</DOCUMENT>

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

Mail Stop 3561

								            March 17, 2006

Mr. Michael H. McLamb
Chief Financial Officer
MarineMax, Inc.
18167 U.S. Highway 19 North, Suite 300
Clearwater, Florida 33764

		RE:	MarineMax, Inc.
			Form 10-K for Fiscal Year Ended September 30, 2005
			Filed December 12, 2005
Form 10-Q for Fiscal Quarter Ended December 31, 2005
			File No. 1-14173

Dear Mr. McLamb:

	We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  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 unnecessary.  Please 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 raise
additional comments.

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

Form 10-K for Fiscal Year Ended September 30, 2005

Item 9A.  Controls and Procedures, page 50

1. You state that your management evaluated the effectiveness of
your
disclosure controls and procedures, as defined in Exchange Act
Rule
13a-15(e).  However, your principal executive and financial
officers
only concluded that your disclosure controls and procedures were
effective in "timely alerting them to material information
relating
to the Company required to be included in the Company`s (including
its consolidated subsidiaries) periodic SEC filings."  Please
revise
your disclosure in future filings to also state, if true, that the
same officers concluded the controls and procedures were effective
in
"ensur[ing] that information required to be disclosed by an issuer
in
the reports that it files or submits under the Act is accumulated
and
communicated to the issuer`s management, including its principal
executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions
regarding
required disclosure."  See Exchange Act Rule 13a-15(e).
Additionally, please confirm to us that your conclusion regarding
effectiveness would not change had such disclosure been included
in
this filing.

2. In future filings, please revise your disclosure regarding
changes
to internal controls over financial reporting to identify any
changes, not just "significant" changes that have materially
affected, or are reasonably likely to materially affect, your
internal controls over financial reporting.  Refer to Item 308(c)
of
Regulation S-K as well as paragraph 4(d) of Exhibits 31.1 and
31.2.

Form 10-Q for Fiscal Quarter Ended December 31, 2005

Item 4. Controls and Procedures, page 20

3. We note your disclosure that the principal executive officer
and
principal financial officer have concluded that "subject to the
limitations noted herein, [your] Disclosure Controls, as described
in
this Item 4, are effective in timely alerting them to material
information required to be included in [your] periodic SEC
reports."
It is not appropriate to indicate that your disclosure controls
and
procedures are effective subject to certain limitations.
Moreover,
it is unclear as to which limitations you are referring.  Please
amend the quarterly report to delete the qualification and to
provide
an unqualified conclusion as to the effectiveness of your
disclosure
controls and procedures.

Form 8-K Filed January 26, 2006

4. In future filings, please revise to disclose for each non-GAAP
measure presented the substantive reasons why management believes
that presentation of the non-GAAP financial measure provides
useful
information to investors regarding your financial condition and
results of operations.  Refer to the Instructions to Item 2.02 of
Form 8-K and Item 10(e)(1)(i) of Regulation S-K.  Show us how the
revised disclosures will read.  We are particularly interested to
understand why you believe the measures net income and diluted net
income per common share, adjusted to exclude stock-based
compensation
charges, provide useful information to investors, given that
stock-
based compensation represents a true cost of running your business
and given that this expense is a continuing recurring type expense
now that you have adopted SFAS 123R.

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  Please furnish a response letter with your
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please file your response letter as a correspondence file
on
EDGAR.  Please understand that we may have additional comments
after
reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

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

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

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

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

	You may contact Staff Accountant Ta Tanisha Henderson at
(202)
551-3322, or in her absence, Robyn Manuel at (202) 551-3823, if
you
have questions regarding comments on the financial statements and
related matters.  Please contact me at (202) 551-3843 with any
other
questions.

		Sincerely,

		George F. Ohsiek, Jr.
	Branch Chief
Mr. Michael H. McLamb
MarineMax, Inc.
March 17, 2006
Page 1

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VIA FACSIMILE (202) 772-9204 and EDGAR

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W., Mail Stop 3561
Washington, D.C. 20549-0305

Attention: Sarah Goldberg, Staff Accountant

     Re:        MarineMax, Inc. (the "Company")

     Form 8-K
     File No. 1-14173
     Filed: May 5, 2006

Dear Ms. Goldberg:

     We are responding to comments on the Company's above-referenced filing
under the Securities Act of 1933, as amended, provided by the staff of the
Securities and Exchange Commission (the "Staff") by letter dated May 5, 2006.
The Company's responses to the Staff's comments are indicated below, directly
following a restatement of each comment in bold, italicized type.

                                    Form 8-K
                                    ---------
Item 4.02
---------
1.      SEC Comment:  Please amend Form 8-K to disclose the date of the
        conclusion regarding non-reliance. Refer to the requirements of Item
        4.02(a)(1) of Form 8-K.

Company Response:

     We will amend our Form 8-K to disclose the date of the conclusion regarding
     non-reliance. The amended disclosure will read as follows:

     As a result of this reevaluation, on May 2, 2006, the Company determined
     that it would restate the consolidated statements of cash flows for the
     years ended September 30, 2003, 2004 and 2005 and for the three months
     ended December 31, 2005, to reclassify cash flows relating to short-term
     borrowings from operating cash flows to financing cash flows in conformity
     with Statement of Financial Accounting Standards No. 95, "Statements of
     Cash Flows" ("SFAS 95").

<PAGE>
Securities and Exchange Commission
Attn: Sarah Goldberg
Page 2

2.      SEC Comment:  Please amend Form 8-K to disclose whether the audit
   committee, or the board of directors in the absence of an audit committee,
   or an authorized officer or officers, discussed with your independent
   accountant the matters disclosed in the filing. Refer to the requirements of
   Item 4.02(a)(3) of Form 8-K.

Company Response:

     We will amend our Form 8-K to disclose whether the audit committee
   discussed with our independent accountant the matters disclosed in the
   filing. The amended disclosure will read as follows:

     In response to recently published comments of the Staff of the Securities
   and Exchange Commission (the "SEC"), recent restatements made by public
   automotive dealers, recent discussions with the SEC Staff, and recent
   discussions with Ernst & Young, LLP, the Company's independent registered
   public accounting firm, the Company and its Audit Committee of the Board of
   Directors has reevaluated the presentation of certain information regarding
   the short-term borrowings and repayments related to new and used boat
   inventory in the consolidated statements of cash flows, as further
   described below.

     Please call me at (727) 531-1700, ext. 10131 or Jack P. Ezzell, the
Company's Vice President, Chief Accounting Officer, and Corporate Controller at
(727) 531-1700, ext. 10107 if you have any questions concerning these responses.

                                       Sincerely,
                                       MARINEMAX, INC.

                                       /s/ Michael H. McLamb
                                       ---------------------
                                       Michael H. McLamb
                                       Executive Vice President, Chief Financial
                                       Officer, and Secretary

cc: Robert S. Kant, Greenburg Traurig, LLP
    Paul Keiper, Ernst & Young, LLP
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Mail Stop 3561

 					May 5, 2006

Mr. Michael H. McLamb
Executive Vice President, Chief Financial Officer and Secretary
MarineMax, Inc.
18167 U.S. Highway 19 North
Suite 300
Clearwater, Florida 33764

	Re:	MarineMax, Inc.
		Form 8-K Filed May 5, 2006
		File No. 1-14173

Dear Mr. McLamb:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as 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 review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone number
listed
at the end of this letter.

Form 8-K
Item 4.02
1. Please amend Form 8-K to disclose the date of the conclusion
regarding non-reliance.  Refer to the requirements of Item
4.02(a)(1)
of Form 8-K.
2. Please amend Form 8-K to disclose whether the audit committee,
or
the board of directors in the absence of an audit committee, or an
authorized officer or officers, discussed with your independent
accountant the matters disclosed in the filing.  Refer to the
requirements of Item 4.02(a)(3) of Form 8-K.

*    *    *    *

      As appropriate, please amend your filing and respond to
these
comments within 5 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
that keys your responses to our comments and provides any
requested
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and 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 information required under the Securities
Exchange Act of 1934 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

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

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

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

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

      You may contact Staff Accountant Sarah Goldberg at (202)
551-
3340 if you have any questions regarding these comments.

								Sincerely,

								Sarah Goldberg

Mr. McLamb
MarineMax, Inc.
May 5, 2006
Page 1 of 3

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VIA FACSIMILE (202) 942-1988, EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission

Division of Corporation Finance

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

Washington, D.C. 20549-0305

Attention: Ta Tanisha Henderson, Staff Accountant

              Re:

    MarineMax, Inc. (the “Company”)

Form 10-K for the fiscal year ended September 30, 2005

File No. 1-14173

Filed: December 12, 2005

Form 10-Q for the quarter ended December 31, 2005

File No. 1-14173

Filed: February 9, 2006

Form 8-K

File No. 1-14173

Filed: January 26, 2006

Ladies and Gentlemen:

     We are responding to comments on the Company’s above-referenced filings under the Securities
Act of 1933, as amended, provided by the staff (the “Staff”) of the Securities and Exchange
Commission by letter dated March 17, 2006. The Company’s responses to the Staffs comments are
indicated below, directly following a restatement of each comment in bold, italicized type.

Form 10-K for the year ended September 30, 2005

Item 9A. Controls and Procedures, page 50

    1.

    SEC Comment: You state that your management evaluated the effectiveness of
your disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e).
However, your principal executive and financial officers only concluded that your
disclosure controls and procedures were effective in “timely alerting them to material
information relating to the Company required to be included in the Company’s (including its
consolidated subsidiaries) periodic SEC filings.” Please revise your disclosure in future
filings to also state, if true, that the same officers concluded the controls and
procedures were effective in “ensur[ing] that the information required to be disclosed by
an issuer in the reports that it files or submits under the Act is

Securities and Exchange Commission

Attn: Ta Tanisha Henderson

Page 2

    accumulated and communicated to the issuer’s management, including its principal executive
and principal financial officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.” See Exchange Act Rule 13a-15(e).
Additionally, please confirm to us that your conclusion regarding effectiveness would not
change had such disclosure been included in this filing.

    Company Response:

     We will revise our disclosures in future filings as requested. Additionally, our
conclusion regarding effectiveness would not change had such disclosure been included in our
September 30, 2005 Form 10-K. In future filings our disclosure will be similar to the
following:

     We
have evaluated, with the participation of our Chief Executive Officer
and Chief Financial Officer, the effectiveness of our disclosure
controls and procedures as of September 30, 2005. Based on this
evaluation, our Chief Executive Officer and Chief Financial Officer
have each concluded that our disclosure controls and procedures are
effective to ensure that we record, process, summarize, and report
information required to be disclosed by us in our reports filed under
the Securities Exchange Act within the time periods specified by the
Securities and Exchange Commission’s rules and forms. During the
fiscal year covered by this report, there have not been any changes
in our internal controls over financial reporting that have
materially affected, or it’s reasonably likely to materially
affect, our internal control over financial reporting. Subsequent to
the date of their evaluation, there have not been any significant
changes in our internal controls or in other facts that could
significantly affect these controls, including any corrective action
with regard to significant deficiencies and material weaknesses.

    2.

    SEC Comment: In future filings, please revise your disclosure regarding
changes to internal controls over financial reporting to identify any changes, not just
“significant” changes that have materially affected, or are reasonably likely to materially
affect, your internal controls over financial reporting. Refer to Item 308(c) of Regulation
S-K as well as paragraph 4(d) of Exhibits 31.1 and 31.2.

    Company Response:

                    We will revise our disclosures in future filings as requested. Please refer to the response to
comment #1 which contains a proposed modified disclosure.

Securities and Exchange Commission

Attn: Ta Tanisha Henderson

Page 3

Form 10-Q for the quarter ended December 31, 2005

Item 4. Controls and Procedures, page 20

    3.

    SEC Comment: We note your disclosure that the principal executive officer and
principal financial officer have concluded that “subject to the limitations noted herein,
[your] Disclosure Controls, as described in this Item 4, are effective in timely alerting
them to material information required to be included in [your] periodic SEC reports.” It is
not appropriate to indicate that your disclosure controls and procedures are effective
subject to certain limitations. Moreover, it is unclear as to which limitations you are
referring. Please amend the quarterly report to delete the qualification and to provide an
unqualified conclusion as to the effectiveness of your disclosure controls and procedures.

    Company Response:

     We will amend our quarterly report to delete the qualification. The amended disclosure
will be similar to our response to comment #1.

Form 8-K

    4.

    SEC Comment: In future filings, please revise to disclose for each non-GAAP
measure presented the substantive reasons why management believes that presentation of the
non-GAAP financial measure provides useful information to investors regarding your
financial condition and results of operations. Refer to the Instructions to Item 2.02 of
form 8-K and Item 10 (e)(1)(i) of Regulation S-K. Show us how the revised disclosure will
read. We are particularly interested to understand why you believe the measures net income
and diluted net income per common share, adjusted to exclude stock-based compensation
charges, provide useful information to investors, given that stock-based compensation
represents a true cost of running your business and given that this expense is a continuing
recurring type expense now that you have adopted SFAS 123R.

Securities and Exchange Commission

Attn: Ta Tanisha Henderson

Page 4

    Company Response:

     We will revise our disclosures of non-GAAP information in future filings as requested
to include additional information as to the substantive reasons behind the disclosure of the
non-GAAP measure. With respect to the implications of SFAS 123R, we believe the non-GAAP
measure provides consistent and comparable information to the reader. As noted by the
Staff, since this represents a continuing recurring expense, in future periods we will
modify any future non-GAAP disclosures related to the effects of adopting SFAS 123R. The
modification would be to present the effect of the expense on the periods prior to adoption
of SFAS 123R (October 1, 2005), rather than excluding the charge from the period subsequent
to adoption.

     In future filings the disclosure will be similar to the following:

          The financial results disclosed in this release include certain measures calculated and
presented in accordance with GAAP. In addition to the GAAP financial measures, we provide
supplemental, non-GAAP financial measures to facilitate evaluation of our operating
performance. The non-GAAP financial measures disclosed in this release exclude certain
amounts that are included in the most directly comparable GAAP measures.

          We believe the financial results (which exclude the effects of hurricane related
expenses and include the effects of stock-based compensation expense on results prior to
October 1, 2005) are a useful measure that facilitates evaluating the past and future
performance of our ongoing operations on a consistent and comparable basis. Included in this
release is a reconciliation of the disclosed financial measures to the most directly
comparable GAAP financial measures.

Securities and Exchange Commission

Attn: Ta Tanisha Henderson

Page 5

MarineMax, Inc. and Subsidiaries

Supplemental Data

Reconciliation of GAAP Financial Results to Non-GAAP Financial Results

(Amounts in thousands,
except share and per share data)

(Unaudited)

    Three Months Ended

    December 31,

    2005

    2004

    Net income (GAAP)

    $
    664

    $
    2,829

    Hurricane Wilma related expenses, net of tax

    708

    —

    Stock-based compensation, net of tax

    —

    (575
    )

    Net income (NON-GAAP)

    $
    1,372

    $
    2,254

    Diluted net income per common share (GAAP)

    $
    0.04

    $
    0.17

    Impact of Hurricane Wilma related expenses

    0.04

    —

    Impact of stock-based compensation

    —

    (0.04
    )

    Diluted net income per common share (NON-GAAP)

    $
    0.08

    $
    0.13

    Common shares used in calculating diluted earnings per share

    18,525,849

    16,959,020

          Please call me at (727) 531-1700, ext. 10131 or Jack P. Ezzell, the Company’s Vice
President, Chief Accounting Officer, and Corporate Controller at (727) 531-1700, ext. 10107 if you
have any questions concerning these responses.

    Sincerely,

    MARINEMAX, INC.

    /s/ Michael H. McLamb

Michael H. McLamb

    Executive Vice President, Chief Financial

    Officer, and Secretary

    cc:

    Jim Hoffmeister, Securities and Exchange Commission

William H. McGill, Jr., MarineMax, Inc.

Robert S. Kant, Greenburg Traurig, LLP

Scott K. Weiss, Greenburg Traurig, LLP

Paul Keiper, Ernst & Young, LLP

J. Patrick Gramling, Ernst & Young, LLP