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Mail Stop 4-6
								October 22, 2004

Michael L. Baur
Chief Executive Officer
Scansource, Inc.
6 Logue Court
Greenville, South Carolina 29615

Re:	Scansource, Inc.
  	Preliminary Schedule 14A filed on October 12, 2004
	File No. 0-26926

Dear Mr.Baur:

      This is to advise you that we limited our review of the
above
captioned preliminary proxy statement to the matters identified
below
and we have the following comments.  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.  In some of our comments, we may ask you to
provide
us with supplemental 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 numbers
listed
at the end of this letter.

Schedule 14A

Proposal Two
1. We note that you disclose that the board of directors has made
no
determination regarding any particular transaction for the
issuance
of additional shares if proposal 2 is approved by your
shareholders.
However, it is unclear whether you have any plans, proposals or
arrangements to use any of the newly authorized shares of common
stock.  If you do, please disclose by including materially
complete
descriptions of the proposed transactions.  If not, please state
that
you have no such plans, proposals, or arrangements written or
otherwise at this time.
2. What other provisions of your articles, bylaws, employment
agreements or credit agreements have material anti-takeover
consequences?  Are there any plans or proposals to
adopt other provisions or enter into other arrangements that may
have
material anti-takeover consequences?  If applicable, inform
holders
that management might use the additional
shares to resist or frustrate a third-party transaction providing
an
above-market premium that is favored by a majority of the
independent
shareholders.

Closing Comments

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In 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 filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.

      Please provide us with a response letter to these comments
that
confirms any corrective actions taken by the company.  Detailed
cover
letters greatly facilitate our review.  If you believe complying
with
these comments is not appropriate, tell us why in your letter.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

      Please electronically file your letter in response to the
above
comments in addition to filing the amended proxy materials.  See
Item
101 of Regulation S-T.  The amended filing must be marked as
specified in Item 310 of Regulation S-T.


      You may address questions concerning the above comments to
Jeffrey B. Werbitt at (202) 942-1957 or Mark P. Shuman, Special
Counsel at (202) 942-1818.  If you need additional assistance, you
may contact me at (202) 942-1800.

								Very truly yours,


								Barbara C. Jacobs
Assistant Director


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Scansource, Inc.
October 22, 2004
Page 1


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