8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported):  May 19, 2009

Commission file number 0-21513

DXP Enterprises, Inc.

(Exact name of registrant as specified in its charter)

Texas	76-0509661
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
7272 Pinemont, Houston, Texas 77040
(Address of principal executive offices)

_________________________

Registrant’s telephone number, including area code:

(713) 996-4700

_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 21, 2009, the Compensation Committee of the Board of Directors of DXP Enterprises, Inc. (the “Company”) modified the employment agreement dated effective as of January 1, 2004, between the Company and David R. Little to provide for the Compensation Committee of the Board of Directors of the Company to pay all or a portion of the monthly bonus in the form of a restricted stock award.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits

10.1  Amendment No. Two to Employment Agreement dated effective as of January 1, 2004, between DXP Enterprises, Inc. and David R. Little.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

DXP ENTERPRISES, INC.

May 21, 2009                                                                              MAC MCCONNELL

Mac McConnell

Senior Vice President and Chief Financial Officer

EX-10.1

Exhibit 10.1

Amendment No. Two to Employment Agreement dated effective as of January 1, 2004, between DXP Enterprises, Inc. and David R. Little.

WHEREAS, the Company and the Executive desire to amend said Employment Agreement pursuant to the provisions hereof.

NOW, THEREFORE, in consideration of the covenants, and agreements set out below, the parties agree as follows:

1.   All terms defined in the Agreement, which are used in this Second Amendment, shall have the same meaning as set forth in the Agreement except as specifically changed or modified hereby.

2.   Section 2(b)(ii) is hereby deleted in its entirety and is replaced by the following:

Monthly Bonus.  In addition to Base Salary, the Employee shall be awarded each month during the Employment Period, a monthly bonus (“Monthly Bonus”) in cash and/or restricted stock equal to five percent (5%) of the profit before the tax of the Company as shown on the books and records of the Company at the end of each month.  The Compensation Committee of the Board of Directors of the Company can decide to pay all or a portion of the Monthly Bonus in the form of Restricted Stock.  The determination of whether the bonus is to be paid in cash or shares of restricted stock will be made prior to the date on which the amount of the bonus is determined.  The number of shares of restricted stock to be issued will be determined by dividing the portion of the bonus to be paid in restricted stock by the closing price of a share of DXP common stock on the last day of the month for which the bonus was earned, rounded up to the nearest whole share.

3.   Except as herein amended and modified, the Agreement shall remain in full force and effect.

EXECUTED effective the 21st day of May, 2009

DXP ENTERPRISES, INC.

By:  /s/ Mac McConnell                                           

MAC MCCONNELL

Title:  Senior Vice President & CFO

By:  /s/ David R. Little                                           

DAVID R. LITTLE