
<PAGE>   1
   
                               AMENDMENT NO. 1
                                      TO
                                  FORM 10-Q
                                      ON
                                 FORM 10-Q/A
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
    
                                      
                                      
(Mark One)


[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1997

                                       OR

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

              For the transition period from ________ to ________

                         Commission file number 0-21513


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



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


       580 Westlake Park Boulevard, Suite 1100                  77079
                    Houston, Texas                             (Zip Code)
       (Address of principal executive offices)

                                 281/531-4214
              (Registrant's telephone number, including area code)




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

Number of shares outstanding of each of the issuer's classes of common stock as
of August 11, 1997:

Common Stock: 7,848,088



                                       1
<PAGE>   2
   
The registrant hereby amends the following item of its Quarterly Report on Form
10-Q for the period ended June 30, 1997 (Commission File No. 0-21513) as set
forth below:

        1.  Item 6.  "Exhibits and Reports on Form 8-K" is hereby amended to
provide for the addition of Exhibits 10.1 through 10.19 as set forth herein:
    

Item 6.  Exhibits and Reports on Form 8-K

         (a)     Exhibits

                 2.1     Asset Purchase Agreement dated May 27, 1997, among
                         Strategic Supply, Inc., Coulson Technologies, Inc.,
                         Strategic Distribution, Inc., DXP Acquisition, Inc.
                         (d/b/a Strategic Acquisition, Inc.) and DXP
                         Enterprises, Inc. (Incorporated by reference to
                         Exhibit 2.1 to the Company's Current Report on Form
                         8-K dated June 2, 1997, filed with the Commission on
                         June 17, 1997.)
                  3.1    Restated Articles of Incorporation, as amended, of the
                         Company (Incorporated by reference to Exhibit 3.1 to
                         the Company's Quarterly Report on Form 10-Q for the
                         period ended March 31, 1997, filed with the Commission
                         on May 15, 1997.)
                  4.1    Form of Common Stock Certificate (Incorporated by
                         reference to Exhibit 4.1 to the Company's Quarterly 
                         Report on Form 10-Q for the period ended March 31, 
                         1997, filed with the Commission on May 15, 1997.)
                  4.2    See Exhibit 3.1 for provisions of the Company's
                         Restated Articles of Incorporation, as amended,
                         defining the rights of the holders of Common Stock.
   
                 10.1*  Fifth Amendment to Second Amended and Restated Loan
                        and Security Agreement dated June 2, 1997, by and
                        among Sepco Industries, Inc., Bayou Pumps, Inc.,
                        American MRO, Inc. and Fleet Capital Corporation.
                 10.2*  Loan and Security Agreement dated June 16, 1997, by and
                        between Fleet Capital Corporation and DXP Acquisition,
                        Inc. d/b/a Strategic Acquisition, Inc.
                 10.3*  Continuing Guaranty Agreement dated June 16, 1997, by 
                        Pelican State Supply Company, Inc., guarantying the
                        indebtedness of DXP Acquisition, Inc. d/b/a Strategic
                        Acquisition, Inc. to Fleet Capital Corporation.
                 10.4*  Continuing Guaranty Agreement dated June 16, 1997, by
                        DXP Enterprises, Inc., guarantying the indebtedness of
                        DXP Acquisition, Inc. d/b/a Strategic Acquisition,
                        Inc. to Fleet Capital Corporation.
                 10.5*  Continuing Guaranty Agreement dated June 16, 1997, by
                        Sepco Industries, Inc., guarantying the indebtedness
                        of DXP Acquisition, Inc. d/b/a Strategic Acquisition,
                        Inc. to Fleet Capital Corporation.
                 10.6*  Continuing Guaranty Agreement dated June 16, 1997, by
                        American MRO, Inc., guarantying the indebtedness of
                        DXP Acquisition, Inc. d/b/a Strategic Acquisition,
                        Inc. to Fleet Capital Corporation.
                 10.7*  Continuing Guaranty Agreement dated June 16, 1997, by
                        Bayou Pumps, Inc., guarantying the indebtedness of DXP
                        Acquisition, Inc. d/b/a Strategic Acquisition, Inc. to
                        Fleet Capital Corporation.
                 10.8*  Continuing Guaranty Agreement dated June 16, 1997, by
                        DXP Acquisition, Inc. d/b/a Strategic Acquisition,
                        Inc., guarantying the indebtedness of Sepco
                        Industries, Inc. to Fleet Capital Corporation.
                 10.9*  Continuing Guaranty Agreement dated June 16, 1997, by
                        DXP Acquisition, Inc. d/b/a Strategic Acquisition,
                        Inc., guarantying the indebtedness of American MRO,
                        Inc. to Fleet Capital Corporation.
                10.10*  Continuing Guaranty Agreement dated June 16, 1997, by
                        DXP Acquisition, Inc. d/b/a Strategic Acquisition,
                        Inc., guarantying the indebtedness of Bayou Pumps,
                        Inc. to Fleet Capital Corporation.
                10.11*  Continuing Guaranty Agreement dated June 16, 1997, by
                        DXP Acquisition, Inc. d/b/a Strategic Acquisition,
                        Inc., guarantying the indebtedness of Pelican State 
                        Supply Company, Inc. to Fleet Capital Corporation.

    

   
                                      2
    

<PAGE>   3
   

                 10.12*   Loan and Security Agreement dated May 29, 1997, by
                          and between Fleet Capital Corporation and Pelican
                          State Supply Company, Inc.
                 10.13*   Continuing Guaranty Agreement dated May 29, 1997, by
                          DXP Enterprises, Inc., guarantying the indebtedness
                          of Pelican State Company, Inc. to Fleet Capital
                          Corporation.
                 10.14*   Continuing Guaranty Agreement dated May 29, 1997, by
                          Sepco Industries, Inc., guarantying the indebtedness
                          of Pelican Industries, Inc., guarantying the
                          indebtedness of Pelican State Supply Company, Inc. to
                          Fleet Capital Corporation.
                 10.15*   Continuing Guaranty Agreement dated May 29, 1997, by
                          American MRO, Inc., guarantying the indebtedness of
                          Pelican State Company, Inc. to Fleet Capital
                          Corporation.
                 10.16*   Continuing Guaranty Agreement dated May 29, 1997, by
                          Bayou Pumps, Inc., guarantying the indebtedness of
                          Pelican State Supply Company, Inc. to Fleet Capital
                          Corporation.
                 10.17*   Continuing Guaranty Agreement dated May 29, 1997, by
                          Pelican State Supply Company, Inc., guarantying the
                          indebtedness of Sepco Industries, Inc. to Fleet
                          Capital Corporation.
                 10.18*   Continuing Guaranty Agreement dated May 29, 1997, by
                          Pelican State Supply Company, Inc., guarantying the
                          indebtedness of American MRO, Inc. to Fleet Capital
                          Corporation.
                 10.19*   Continuing Guaranty Agreement dated May 29, 1997, by
                          Pelican State Supply Company, Inc., guarantying the
                          indebtedness of Bayou Pumps, Inc. to Fleet Capital
                          Corporation.
                  11.1+   Statement re: Computation of Per Share Earnings
                  27.1+   Financial Data Schedule
        ----------------------
        *Filed herewith
        +Previously filed

        (b)       Reports on Form 8-K

                  Current Report on Form 8-K dated June 2, 1997, as amended by
                  Amendment No. 1 to Current Report on Form 8-K on Form 8-K/A
                  reporting the acquisition by the Company of Strategic Supply,
                  Inc., the audited historical financial statements of Strategic
                  Supply, Inc. and the pro forma financial statements of the 
                  Company including Strategic Supply, Inc.
                                   

                                                   3
    


<PAGE>   4






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


                                      DXP Enterprises, Inc.


   
Date: November 14, 1997                 By:  /s/ GARY A. ALLCORN
    
                                         ------------------------------
                                           Gary A. Allcorn
                                           Senior Vice President/Finance
                                           (Duly authorized officer and
                                           principal financial officer)

   
    

<PAGE>   5
   

                              INDEX TO EXHIBITS
<TABLE>
<CAPTION>
               EXHIBIT
               NUMBER                 DESCRIPTION
               -------                -----------
                <C>      <S>
                 2.1     Asset Purchase Agreement dated May 27, 1997, among
                         Strategic Supply, Inc., Coulson Technologies, Inc.,
                         Strategic Distribution, Inc., DXP Acquisition, Inc.
                         (d/b/a Strategic Acquisition, Inc.) and DXP
                         Enterprises, Inc. (Incorporated by reference to
                         Exhibit 2.1 to the Company's Current Report on Form
                         8-K dated June 2, 1997, filed with the Commission on
                         June 17, 1997.)
                  3.1    Restated Articles of Incorporation, as amended, of the
                         Company (Incorporated by reference to Exhibit 3.1 to
                         the Company's Quarterly Report on Form 10-Q for the
                         period ended March 31, 1997, filed with the Commission
                         on May 15, 1997.)
                  4.1    Form of Common Stock Certificate (Incorporated by
                         reference to Exhibit 4.1 to the Company's Quarterly 
                         Report on Form 10-Q for the period ended March 31, 
                         1997, filed with the Commission on May 15, 1997.)
                  4.2    See Exhibit 3.1 for provisions of the Company's
                         Restated Articles of Incorporation, as amended,
                         defining the rights of the holders of Common Stock.
                 10.1*  Fifth Amendment to Second Amended and Restated Loan
                        and Security Agreement dated June 2, 1997, by and
                        among Sepco Industries, Inc., Bayou Pumps, Inc.,
                        American MRO, Inc. and Fleet Capital Corporation.
                 10.2*  Loan and Security Agreement dated June 16, 1997, by and
                        between Fleet Capital Corporation and DXP Acquisition,
                        Inc. d/b/a Strategic Acquisition, Inc.
                 10.3*  Continuing Guaranty Agreement dated June 16, 1997, by 
                        Pelican State Supply Company, Inc., guarantying the
                        indebtedness of DXP Acquisition, Inc. d/b/a Strategic
                        Acquisition, Inc. to Fleet Capital Corporation.
                 10.4*  Continuing Guaranty Agreement dated June 16, 1997, by
                        DXP Enterprises, Inc., guarantying the indebtedness of
                        DXP Acquisition, Inc. d/b/a Strategic Acquisition,
                        Inc. to Fleet Capital Corporation.
                 10.5*  Continuing Guaranty Agreement dated June 16, 1997, by
                        Sepco Industries, Inc., guarantying the indebtedness
                        of DXP Acquisition, Inc. d/b/a Strategic Acquisition,
                        Inc. to Fleet Capital Corporation.
                 10.6*  Continuing Guaranty Agreement dated June 16, 1997, by
                        American MRO, Inc., guarantying the indebtedness of
                        DXP Acquisition, Inc. d/b/a Strategic Acquisition,
                        Inc. to Fleet Capital Corporation.
                 10.7*  Continuing Guaranty Agreement dated June 16, 1997, by
                        Bayou Pumps, Inc., guarantying the indebtedness of DXP
                        Acquisition, Inc. d/b/a Strategic Acquisition, Inc. to
                        Fleet Capital Corporation.
                 10.8*  Continuing Guaranty Agreement dated June 16, 1997, by
                        DXP Acquisition, Inc. d/b/a Strategic Acquisition,
                        Inc., guarantying the indebtedness of Sepco
                        Industries, Inc. to Fleet Capital Corporation.
                10.9*   Continuing Guaranty Agreement dated June 16, 1997, by
                        DXP Acquisition, Inc. d/b/a Strategic Acquisition,
                        Inc., guarantying the indebtedness of American MRO,
                        Inc. to Fleet Capital Corporation.
                10.10*  Continuing Guaranty Agreement dated June 16, 1997, by
                        DXP Acquisition, Inc. d/b/a Strategic Acquisition,
                        Inc., guarantying the indebtedness of Bayou Pumps,
                        Inc. to Fleet Capital Corporation.
                10.11*  Continuing Guaranty Agreement dated June 16, 1997, by
                        DXP Acquisition, Inc. d/b/a Strategic Acquisition,
                        Inc., guarantying the indebtedness of Pelican State 
                        Supply Company, Inc. to Fleet Capital Corporation.
</TABLE>

    


<PAGE>   6
   
<TABLE>
<CAPTION>
                <C>       <S> 
                 10.12*   Loan and Security Agreement dated May 29, 1997, by
                          and between Fleet Capital Corporation and Pelican
                          State Supply Company, Inc.
                 10.13*   Continuing Guaranty Agreement dated May 29, 1997, by
                          DXP Enterprises, Inc., guarantying the indebtedness
                          of Pelican State Company, Inc. to Fleet Capital
                          Corporation.
                 10.14*   Continuing Guaranty Agreement dated May 29, 1997, by
                          Sepco Industries, Inc., guarantying the indebtedness
                          of Pelican Industries, Inc., guarantying the
                          indebtedness of Pelican State Supply Company, Inc. to
                          Fleet Capital Corporation.
                 10.15*   Continuing Guaranty Agreement dated May 29, 1997, by
                          American MRO, Inc., guarantying the indebtedness of
                          Pelican State Company, Inc. to Fleet Capital
                          Corporation.
                 10.16*   Continuing Guaranty Agreement dated May 29, 1997, by
                          Bayou Pumps, Inc., guarantying the indebtedness of
                          Pelican State Supply Company, Inc. to Fleet Capital
                          Corporation.
                 10.17*   Continuing Guaranty Agreement dated May 29, 1997, by
                          Pelican State Supply Company, Inc., guarantying the
                          indebtedness of Sepco Industries, Inc. to Fleet
                          Capital Corporation.
                 10.18*   Continuing Guaranty Agreement dated May 29, 1997, by
                          Pelican State Supply Company, Inc., guarantying the
                          indebtedness of American MRO, Inc. to Fleet Capital
                          Corporation.
                 10.19*   Continuing Guaranty Agreement dated May 29, 1997, by
                          Pelican State Supply Company, Inc., guarantying the
                          indebtedness of Bayou Pumps, Inc. to Fleet Capital
                          Corporation.
                  11.1+   Statement re: Computation of Per Share Earnings
                  27.1+   Financial Data Schedule
        ----------------------
        *Filed herewith
        +Previously filed
</TABLE>
    


