<PAGE>   1
    As filed with the Securities and Exchange Commission on December 16, 1999
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                      ------------------------------------


                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                              DXP ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)


                TEXAS                                 76-0509661
      (State or other jurisdiction                 (I.R.S Employer
   of incorporation or organization)              Identification No.)


           7272 PINEMONT
           HOUSTON, TEXAS                                 77040
(Address of Principal Executive Offices)                (Zip Code)


              DXP ENTERPRISES, INC. 1999 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

                                 DAVID R. LITTLE
          CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              DXP ENTERPRISES, INC.
                                  7272 PINEMONT
                              HOUSTON, TEXAS 77040
                     (Name and address of agent for service)

                                  713/996-4700
          (Telephone number, including area code, of agent for service)

                                    Copy to:


                           FULBRIGHT & JAWORSKI L.L.P.
                            1301 MCKINNEY, SUITE 5100
                              HOUSTON, TEXAS 77010
                                 (713) 651-5658
                           ATTENTION: LAURA J. MCMAHON

                      ------------------------------------


If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.[X]

<TABLE>
<CAPTION>
                                              CALCULATION OF REGISTRATION FEE
==================================================================================================================================
TITLE OF SECURITIES TO BE                              PROPOSED MAXIMUM OFFERING       PROPOSED MAXIMUM             AMOUNT OF
       REGISTERED          AMOUNT TO BE REGISTERED        PRICE PER SHARE(1)      AGGREGATE OFFERING PRICE(1)   REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                         <C>                         <C>                          <C>
Common Stock, $.01 par
value                          500,000 Shares(2)                 $2.750                   $1,375,000.00               $364.00
==================================================================================================================================
</TABLE>

(1)  Estimated in accordance with Rule 457(c) and (h) solely for the purpose of
     calculating the registration fee on the basis of the average of the high
     and low prices of the Common Stock as reported by the Nasdaq Stock Market
     on December 14, 1999.

(2)  Includes an indeterminable number of shares of Common Stock issuable as a
     result of the anti-dilution provisions of the DXP Enterprises, Inc. 1999
     Employee Stock Option Plan.

================================================================================

<PAGE>   2


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.         INCORPORATION OF DOCUMENTS BY REFERENCE.

                a. The following documents are hereby incorporated by reference
in this Registration Statement:

                         1. The Annual Report on Form 10-K for the year ended
December 31, 1998 of DXP Enterprises, Inc., a Texas corporation (the
"Registrant"), filed March 31, 1999 with the Securities and Exchange Commission
(the "Commission").

                         2. The Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1999 of the Registrant, filed May 14, 1999 with the
Commission.

                         3. The Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1999 of the Registrant, filed August 16, 1999 with the
Commission.

                         4. The Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1999 of the Registrant, filed November 12, 1999 with
the Commission.

                         5. The description of the Registrant's common stock,
$.01 par value (the "Common Stock"), contained in a registration statement on
Form 8-A filed with the Commission on October 9, 1996, including any amendment
or report filed for the purpose of updating such description.

                b. All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of the filing hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.


ITEM 4.         DESCRIPTION OF SECURITIES.

                Not applicable.


ITEM 5.         INTERESTS OF NAMED EXPERTS AND COUNSEL.

                Not applicable.


ITEM 6.         INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                Article 2.01-1 of the Texas Business Corporation Act ("TBCA")
provides that a corporation may indemnify any director or officer who was, is or
is threatened to be named a defendant or respondent in a proceeding because he
is or was a director or officer, provided that the director or officer (i)
conducted himself in good faith, (ii) reasonably believed (a) in the case of
conduct in his official capacity, that his conduct was in the corporation's best
interests or (b) in all other cases, that his conduct was at least not opposed
to the corporation's best interests and (iii) in the case of any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful. Subject
to certain exceptions, a director or officer may not be indemnified if the
person is found liable to the corporation or if the person is found liable on
the basis that he improperly received a personal benefit. Under Texas law,
reasonable expenses incurred by a director or officer may be paid or reimbursed
by the corporation in advance of a final disposition of the proceeding after the
corporation receives a written affirmation by the director or officer of his
good faith belief that he has met the standard of conduct necessary for
indemnification and a written undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined that the director or
officer is not entitled to indemnification by the corporation. Texas law
requires a corporation to indemnify an officer or director against


                                      II-1

<PAGE>   3


reasonable expenses incurred in connection with a proceeding in which he is
named a defendant or respondent because he is or was a director or officer if he
is wholly successful in defense of the proceeding.

                Texas law also permits a corporation to purchase and maintain
insurance or another arrangement on behalf of any person who is or was a
director or officer against any liability asserted against him and incurred by
him in such a capacity or arising out of his status as such a person, whether or
not the corporation would have the power to indemnify him against that liability
under Article 2.02-1 of the TBCA.

                The Company's Restated Articles of Incorporation, as amended,
and Bylaws provide for indemnification of its officers and directors, and the
advancement to them of expenses in connection with proceedings and claims, to
the fullest extent permitted under the TBCA. Such indemnification may be made
even though directors and officers would not otherwise be entitled to
indemnification under other provisions of the Company's Bylaws.

                The above discussion of the TBCA and the Company's Restated
Articles of Incorporation, as amended and Bylaws is not intended to be
exhaustive and is qualified in its entirety by such statute, the Restated
Articles of Incorporation and Bylaws, respectively.

                Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and therefore is unenforceable.


ITEM 7.         EXEMPTION FROM REGISTRATION CLAIMED.

                Not applicable.


ITEM 8.         EXHIBITS.

                4.1   --   Restated Articles of Incorporation, as amended
                           (incorporated by reference to Exhibit 4.1 to the
                           Registrant's Registration Statement on Form S-8 (Reg.
                           No. 333-61953), filed with the Commission on August
                           20, 1998).

                4.2   --   Bylaws (incorporated by reference to Exhibit 3.2 to
                           the Registrant's Registration Statement on Form S-4
                           (Reg. No. 333-10021), filed with the Commission on
                           August 12, 1996).

                4.3   --   Form of Common Stock Certificate (incorporated by
                           reference to Exhibit 4.3 to the Registrant's
                           Registration Statement on Form S-8 (Reg. No.
                           333-61953), filed with the Commission on August 20,
                           1998).

                4.4   --   DXP Enterprises, Inc. 1999 Employee Stock Option Plan

                *5.1  --   Opinion of Fulbright & Jaworski L.L.P.

                *23.1 --   Consent of Arthur Andersen LLP.

                *23.2 --   Consent of Fulbright & Jaworski L.L.P. (included in
                           Exhibit 5.1).

                *24.1 --   Powers of Attorney (contained on page II-4).

----------------

        *Filed herewith


                                      II-2

<PAGE>   4


ITEM 9.         UNDERTAKINGS.

                The undersigned Registrant hereby undertakes:

                (1) To file, during any period in which offers or sales are
                being made, a post-effective amendment to this Registration
                Statement:

                    (i) To include any prospectus required by Section 10(a)(3)
                    of the Securities Act of 1933, as amended (the "Securities
                    Act");

                    (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of this Registration
                    Statement (or the most recent post-effective amendment
                    hereof) which, individually or in the aggregate, represent a
                    fundamental change in the information set forth in the
                    registration statement. Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of securities offered would not exceed
                    that which was registered) and any deviation from the low or
                    high end of the estimated maximum offering range may be
                    reflected in the form of prospectus filed with the
                    Commission pursuant to Rule 424(b) if, in the aggregate, the
                    changes in volume and price represent no more than a 20%
                    change in the maximum aggregate offering price set forth in
                    the "Calculation of Registration Fee" table in the effective
                    registration statement; and

                    (iii) To include any material information with respect to
                    the plan of distribution not previously disclosed in this
                    Registration Statement or any material change to such
                    information in this Registration Statement;

                Provided, however, that paragraphs (i) and (ii) do not apply if
                the information required to be included in a post-effective
                amendment by those paragraphs is contained in periodic reports
                filed by the Registrant pursuant to Section 13 or Section 15(d)
                of the Securities Exchange Act of 1934, as amended (the
                "Exchange Act"), that are incorporated by reference in this
                Registration Statement.

                (2) That, for the purpose of determining any liability under the
                Securities Act of 1933, as amended, each such post-effective
                amendment shall be deemed to be a new registration statement
                relating to the securities offered herein, and the offering of
                such securities at that time shall be deemed to be the initial
                bona fide offering thereof.

                (3) To remove from registration by means of a post-effective
                amendment any of the securities being registered which remain
                unsold at the termination of the offering.

                The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

                Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


                                      II-3

<PAGE>   5


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 15th day of December,
1999.

                                 DXP ENTERPRISES, INC.

                                 By: /s/ DAVID R. LITTLE
                                     -------------------------------------------
                                     David R. Little
                                     Chairman of the Board, President and Chief
                                     Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints David R. Little and Gary A. Allcorn, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same and all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or either of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.


<TABLE>
<CAPTION>
                     Signature                                     Title                                       Date
                     ---------                                     -----                                       ----
<S>                                                  <C>                                                 <C>
/s/ DAVID R. LITTLE                                  Chairman of the Board, President and Chief          December 15, 1999
-----------------------------------------------                   Executive Officer
David R. Little                                             (Principal Executive Officer)


/s/ GARY A. ALLCORN                                     Senior Vice President/Finance, Chief             December 15, 1999
-----------------------------------------------            Financial Officer and Director
Gary A. Allcorn                                               (Principal Financial and
                                                                 Accounting Officer)


/s/ JERRY J. JONES                                                    Director                           December 15, 1999
-----------------------------------------------
Jerry J. Jones

/s/ CLETUS DAVIS                                                      Director                           December 15, 1999
-----------------------------------------------
Cletus Davis

/s/ KENNETH H. MILLER                                                 Director                           December 15, 1999
-----------------------------------------------
Kenneth H. Miller

/s/ THOMAS V. ORR                                                     Director                           December 15, 1999
-----------------------------------------------
Thomas V. Orr
</TABLE>


                                      II-4

<PAGE>   6




                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
EXHIBIT
 NUMBER                             DESCRIPTION
-------                             -----------
<S>          <C>
     4.1     Restated Articles of Incorporation, as amended (incorporated by
             reference to Exhibit 4.1 to the Registrant's Registration Statement on
             Form S-8 (Reg. No. 333-61953), filed with the Commission on August
             20, 1998).

     4.2     Bylaws (incorporated by reference to Exhibit 3.2 to the
             Registrant's Registration Statement on Form S-4 (Reg. No. 333-10021),
             filed with the Commission on August 12, 1996).

     4.3     Form of Common Stock Certificate (incorporated by reference to
             Exhibit 4.3 to the Registrant's Registration Statement on Form S-8
             (Reg. No. 333-61953), filed with the Commission on August 20, 1998).

     4.4     DXP Enterprises, Inc. 1999 Employee Stock Option Plan

    *5.1     Opinion of Fulbright & Jaworski L.L.P.

   *23.1     Consent of Arthur Andersen LLP.

   *23.2     Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).

   *24.1     Powers of Attorney (contained on page II-4).
</TABLE>

----------------

*Filed herewith


                                      II-5
[{"type": "S-8", "sequence": "1", "description": "DXP ENTERPRISES, INC.", "secsgml_size_bytes": 20860}]
{"company-data": {"conformed-name": "DXP ENTERPRISES INC", "cik": "0001020710", "assigned-sic": "5084", "irs-number": "760509661", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92877", "film-number": "99775800"}, "business-address": {"street1": "580 WESTLAKE PARK BLVD", "street2": "SUITE 1100", "city": "HOUSTON", "state": "TX", "zip": "77079", "phone": "713-531-42"}, "mail-address": {"street1": "580 WESTLAKE PARK BLVD", "street2": "SUITE 1100", "city": "HOUSTON", "state": "TX", "zip": "77079"}, "former-company": {"former-conformed-name": "INDEX INC", "date-changed": "19960808"}}
1
    As filed with the Securities and Exchange Commission on December 16, 1999
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                      ------------------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              DXP ENTERPRISES, INC.
             (Exact name of registrant as specified in its charter)

                TEXAS                                 76-0509661
      (State or other jurisdiction                 (I.R.S Employer
   of incorporation or organization)              Identification No.)

           7272 PINEMONT
           HOUSTON, TEXAS                                 77040
(Address of Principal Executive Offices)                (Zip Code)

              DXP ENTERPRISES, INC. 1999 EMPLOYEE STOCK OPTION PLAN
                            (Full title of the plan)

                                 DAVID R. LITTLE
          CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              DXP ENTERPRISES, INC.
                                  7272 PINEMONT
                              HOUSTON, TEXAS 77040
                     (Name and address of agent for service)

                                  713/996-4700
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                           FULBRIGHT & JAWORSKI L.L.P.
                            1301 MCKINNEY, SUITE 5100
                              HOUSTON, TEXAS 77010
                                 (713) 651-5658
                           ATTENTION: LAURA J. MCMAHON

                      ------------------------------------

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.[X]
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
TITLE OF SECURITIES TO BE                              PROPOSED MAXIMUM OFFERING       PROPOSED MAXIMUM             AMOUNT OF
       REGISTERED          AMOUNT TO BE REGISTERED        PRICE PER SHARE(1)      AGGREGATE OFFERING PRICE(1)   REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par
value                          500,000 Shares(2)                 $2.750                   $1,375,000.00               $364.00
==================================================================================================================================
(1)  Estimated in accordance with Rule 457(c) and (h) solely for the purpose of
     calculating the registration fee on the basis of the average of the high
     and low prices of the Common Stock as reported by the Nasdaq Stock Market
     on December 14, 1999.

(2)  Includes an indeterminable number of shares of Common Stock issuable as a
     result of the anti-dilution provisions of the DXP Enterprises, Inc. 1999
     Employee Stock Option Plan.

================================================================================
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.         INCORPORATION OF DOCUMENTS BY REFERENCE.

                a. The following documents are hereby incorporated by reference
in this Registration Statement:

                         1. The Annual Report on Form 10-K for the year ended
December 31, 1998 of DXP Enterprises, Inc., a Texas corporation (the
"Registrant"), filed March 31, 1999 with the Securities and Exchange Commission
(the "Commission").

                         2. The Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1999 of the Registrant, filed May 14, 1999 with the
Commission.

                         3. The Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1999 of the Registrant, filed August 16, 1999 with the
Commission.

                         4. The Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1999 of the Registrant, filed November 12, 1999 with
the Commission.

                         5. The description of the Registrant's common stock,
$.01 par value (the "Common Stock"), contained in a registration statement on
Form 8-A filed with the Commission on October 9, 1996, including any amendment
or report filed for the purpose of updating such description.

                b. All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of the filing hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

ITEM 4.         DESCRIPTION OF SECURITIES.

                Not applicable.

ITEM 5.         INTERESTS OF NAMED EXPERTS AND COUNSEL.

                Not applicable.

ITEM 6.         INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                Article 2.01-1 of the Texas Business Corporation Act ("TBCA")
provides that a corporation may indemnify any director or officer who was, is or
is threatened to be named a defendant or respondent in a proceeding because he
is or was a director or officer, provided that the director or officer (i)
conducted himself in good faith, (ii) reasonably believed (a) in the case of
conduct in his official capacity, that his conduct was in the corporation's best
interests or (b) in all other cases, that his conduct was at least not opposed
to the corporation's best interests and (iii) in the case of any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful. Subject
to certain exceptions, a director or officer may not be indemnified if the
person is found liable to the corporation or if the person is found liable on
the basis that he improperly received a personal benefit. Under Texas law,
reasonable expenses incurred by a director or officer may be paid or reimbursed
by the corporation in advance of a final disposition of the proceeding after the
corporation receives a written affirmation by the director or officer of his
good faith belief that he has met the standard of conduct necessary for
indemnification and a written undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined that the director or
officer is not entitled to indemnification by the corporation. Texas law
requires a corporation to indemnify an officer or director against

                                      II-1
3

reasonable expenses incurred in connection with a proceeding in which he is
named a defendant or respondent because he is or was a director or officer if he
is wholly successful in defense of the proceeding.

                Texas law also permits a corporation to purchase and maintain
insurance or another arrangement on behalf of any person who is or was a
director or officer against any liability asserted against him and incurred by
him in such a capacity or arising out of his status as such a person, whether or
not the corporation would have the power to indemnify him against that liability
under Article 2.02-1 of the TBCA.

                The Company's Restated Articles of Incorporation, as amended,
and Bylaws provide for indemnification of its officers and directors, and the
advancement to them of expenses in connection with proceedings and claims, to
the fullest extent permitted under the TBCA. Such indemnification may be made
even though directors and officers would not otherwise be entitled to
indemnification under other provisions of the Company's Bylaws.

                The above discussion of the TBCA and the Company's Restated
Articles of Incorporation, as amended and Bylaws is not intended to be
exhaustive and is qualified in its entirety by such statute, the Restated
Articles of Incorporation and Bylaws, respectively.

                Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and therefore is unenforceable.

ITEM 7.         EXEMPTION FROM REGISTRATION CLAIMED.

                Not applicable.

ITEM 8.         EXHIBITS.

                4.1   --   Restated Articles of Incorporation, as amended
                           (incorporated by reference to Exhibit 4.1 to the
                           Registrant's Registration Statement on Form S-8 (Reg.
                           No. 333-61953), filed with the Commission on August
                           20, 1998).

                4.2   --   Bylaws (incorporated by reference to Exhibit 3.2 to
                           the Registrant's Registration Statement on Form S-4
                           (Reg. No. 333-10021), filed with the Commission on
                           August 12, 1996).

                4.3   --   Form of Common Stock Certificate (incorporated by
                           reference to Exhibit 4.3 to the Registrant's
                           Registration Statement on Form S-8 (Reg. No.
                           333-61953), filed with the Commission on August 20,
                           1998).

                4.4   --   DXP Enterprises, Inc. 1999 Employee Stock Option Plan

                *5.1  --   Opinion of Fulbright & Jaworski L.L.P.

                *23.1 --   Consent of Arthur Andersen LLP.

                *23.2 --   Consent of Fulbright & Jaworski L.L.P. (included in
                           Exhibit 5.1).

                *24.1 --   Powers of Attorney (contained on page II-4).

----------------

        *Filed herewith

                                      II-2
4

ITEM 9.         UNDERTAKINGS.

                The undersigned Registrant hereby undertakes:

                (1) To file, during any period in which offers or sales are
                being made, a post-effective amendment to this Registration
                Statement:

                    (i) To include any prospectus required by Section 10(a)(3)
                    of the Securities Act of 1933, as amended (the "Securities
                    Act");

                    (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of this Registration
                    Statement (or the most recent post-effective amendment
                    hereof) which, individually or in the aggregate, represent a
                    fundamental change in the information set forth in the
                    registration statement. Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of securities offered would not exceed
                    that which was registered) and any deviation from the low or
                    high end of the estimated maximum offering range may be
                    reflected in the form of prospectus filed with the
                    Commission pursuant to Rule 424(b) if, in the aggregate, the
                    changes in volume and price represent no more than a 20%
                    change in the maximum aggregate offering price set forth in
                    the "Calculation of Registration Fee" table in the effective
                    registration statement; and

                    (iii) To include any material information with respect to
                    the plan of distribution not previously disclosed in this
                    Registration Statement or any material change to such
                    information in this Registration Statement;

                Provided, however, that paragraphs (i) and (ii) do not apply if
                the information required to be included in a post-effective
                amendment by those paragraphs is contained in periodic reports
                filed by the Registrant pursuant to Section 13 or Section 15(d)
                of the Securities Exchange Act of 1934, as amended (the
                "Exchange Act"), that are incorporated by reference in this
                Registration Statement.

                (2) That, for the purpose of determining any liability under the
                Securities Act of 1933, as amended, each such post-effective
                amendment shall be deemed to be a new registration statement
                relating to the securities offered herein, and the offering of
                such securities at that time shall be deemed to be the initial
                bona fide offering thereof.

                (3) To remove from registration by means of a post-effective
                amendment any of the securities being registered which remain
                unsold at the termination of the offering.

                The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

                Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                      II-3
5

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 15th day of December,
1999.

                                 DXP ENTERPRISES, INC.

                                 By: /s/ DAVID R. LITTLE
                                     -------------------------------------------
                                     David R. Little
                                     Chairman of the Board, President and Chief
                                     Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints David R. Little and Gary A. Allcorn, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same and all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or either of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Signature                                     Title                                       Date
                     ---------                                     -----                                       ----
/s/ DAVID R. LITTLE                                  Chairman of the Board, President and Chief          December 15, 1999
-----------------------------------------------                   Executive Officer
David R. Little                                             (Principal Executive Officer)

/s/ GARY A. ALLCORN                                     Senior Vice President/Finance, Chief             December 15, 1999
-----------------------------------------------            Financial Officer and Director
Gary A. Allcorn                                               (Principal Financial and
                                                                 Accounting Officer)

/s/ JERRY J. JONES                                                    Director                           December 15, 1999
-----------------------------------------------
Jerry J. Jones

/s/ CLETUS DAVIS                                                      Director                           December 15, 1999
-----------------------------------------------
Cletus Davis

/s/ KENNETH H. MILLER                                                 Director                           December 15, 1999
-----------------------------------------------
Kenneth H. Miller

/s/ THOMAS V. ORR                                                     Director                           December 15, 1999
-----------------------------------------------
Thomas V. Orr
II-4
6

                                  EXHIBIT INDEX
EXHIBIT
 NUMBER                             DESCRIPTION
-------                             -----------
4.1     Restated Articles of Incorporation, as amended (incorporated by
             reference to Exhibit 4.1 to the Registrant's Registration Statement on
             Form S-8 (Reg. No. 333-61953), filed with the Commission on August
             20, 1998).

     4.2     Bylaws (incorporated by reference to Exhibit 3.2 to the
             Registrant's Registration Statement on Form S-4 (Reg. No. 333-10021),
             filed with the Commission on August 12, 1996).

     4.3     Form of Common Stock Certificate (incorporated by reference to
             Exhibit 4.3 to the Registrant's Registration Statement on Form S-8
             (Reg. No. 333-61953), filed with the Commission on August 20, 1998).

     4.4     DXP Enterprises, Inc. 1999 Employee Stock Option Plan

    *5.1     Opinion of Fulbright & Jaworski L.L.P.

   *23.1     Consent of Arthur Andersen LLP.

   *23.2     Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).

   *24.1     Powers of Attorney (contained on page II-4).
----------------

*Filed herewith

                                      II-5