SecProbe.io

April 25, 2011
 Via E-mail

Jeffrey A. Williams Vice President Finance and Chief Financial Officer America’s Car-Mart, Inc. 802 Southeast Plaza Avenue, Suite 200 Bentonville, Arkansas 72712
Re: America’s Car-Mart, Inc.
 Form 10-K for Fiscal Year Ended April 30, 2010
Filed June 18, 2010 Definitive Proxy Statement on Schedule 14A Filed August 27, 2010 Form 8-K Filed November 8, 2010 File No. 000-14939

Dear Mr. Williams:
 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 April 30, 2010

 Item 1.  Business, page 3

1. Please disclose the basis for your statemen t that you are the la rgest publicly held
automotive retailer in the United States fo cused exclusively on the “BuyHere/Pay Here”
segment of the used car market.
2. We note the disclosure on page 4 that your average retail sales price was $9,137 in fiscal
2010.  We also note the disclosure on page 7 that your customers pay between $3,000 and
$6,000 per vehicle.  Please reco ncile the two disclosures.

Jeffrey A. Williams America’s Car-Mart, Inc. April 25, 2011 Page 2

Item 1A.  Risk Factors, page 12

3. We note the statements in the first paragraph that you are subject to various risks and that
there are risks not disclosed in this s ection because they are either unknown or
immaterial.  This section shoul d describe all material risk s and should not reference any
unknown or immaterial risks.  Please revise accordingly and provide us with your revised
disclosure.
4. We note that you have not included a risk, ot her than the availabi lity of real estate,
relating to your growth st rategy of increasing dealersh ips by 10% per year.  Please
confirm to us that you do not believe there are any material risks, other than risks
currently disclosed in this sect ion, that relate to such strate gy.  Alternatively, please add a
risk factor to discuss the ri sks associated with such stra tegy and provide us with your
revised disclosure.
 Signatures, page 63

5. Please advise us whether Messrs Henderson and Williams signed the filing on behalf of
you in their individual capaci ties as required by General Inst ruction D(2)(a) of Form 10-
K.  Please revise in future filings.
  Definitive Proxy Statement on Schedule 14A

 Executive Compensation, page 17

 Compensation Discussion and Analysis, page 17

 Base Salary, page 19

6. Please discuss the factors considered by your compensation committee in deciding to
increase Mr. Hight’s and Mr. Williams’s base salaries for fiscal 2010.  See Item 402(b)(2)(ix) of Regulation S-K.
 Long-Term Incentive Compensation, page 20

7. Please discuss your policies for allocati ng your long-term incentive compensation
between stock options and restricted stoc k awards.  See Item 402(b)(2)(ii) -(iii) of
Regulation S-K.
 Perquisites and Persona l Benefits, page 21

8. We note the statement in the last sentence th at no discretionary amounts for tax gross-ups
were paid in fiscal 2010 or 2009.  However, you disclose in footnote 1 to the Summary

Jeffrey A. Williams America’s Car-Mart, Inc. April 25, 2011 Page 3

 Compensation Table that amounts were paid to  your named executive officers in fiscal
2010 and 2009 to partially defray income taxe s due upon vesting of restricted stock.
Please revise.
 Summary Compensation Table for Fi scal Years 2010, 2009, and 2008, page 22

9. We note that you disclosed the amounts paid to your named executive officers for tax
gross-ups in the “Bonus” column.  However,  such amounts should be disclosed in the
“All Other Compensation” column.  See Item 402(c)(2)(ix)(B) of Regulation S-K.  Please
revise.
 Outstanding Equity Awards at  2010 Fiscal Year-End, page 29

10. We note that you have included 180,000; 72,000; and 108,000 options for Messrs.
Henderson, Williams and Hight, respectively, in the column “Num ber of Securities
Underlying Unexercised Options (#) Exercisabl e.”  However, because this table should
provide information as of your most recent fis cal year end and such options did not vest
until after your most recent fiscal year end, su ch options should have been reported in the
column “Number of Securities Underlying Unexercised Options (#) Unexercisable.”
Please confirm your understanding of this requ irement.  See Item 402(f) of Regulation S-
K.
 Change in Control Agreements, page 30

11. Please disclose your basis for providing a single  trigger for payments in the event of a
change in control.  See Item 402(b)(2)(xi) of Regulation S-K.
12. Please clarify why the change in control paym ents are different based on whether or not
the named executive officer was terminated wi thout cause in connection with the change
in control.  We note the statement in the s econd paragraph, third sentence that if a named
executive officer is terminated without cause in  connection with a change in control, then
he is treated as being employed on the date th e change in control becomes effective.  You
also disclose in the second paragraph, firs t sentence the potential payments to a named
executive officer if he is employed on the date  the change in control becomes effective.
Accordingly, it does not appear that change in  control payments shoul d be different based
on whether or not the named executive offi cer was terminated without cause in
connection with the ch ange in control.

13. Please disclose what it means for a named ex ecutive officer to be terminated “without
cause in connection with a change in contro l.”  See Item 402(j)(1) of Regulation S-K.

Jeffrey A. Williams America’s Car-Mart, Inc. April 25, 2011 Page 4

 Transaction with Related Persons, Promot ers and Certain Control Persons, page 32

14. Please disclose the standards applied by your audit committee when reviewing
transactions with related persons.  Se e Item 404(b)(1)(ii) of Regulation S-K.
 Form 8-K filed November 8, 2010

15. We note that it appears that you have in cluded only Schedule 1.1 to the Loan and
Security Agreement in Exhibit 4.1.  While you may exclude schedules for agreements
filed pursuant to Item 601(b)(2) of Regulati on S-K, a similar exemption does not exist for
agreements filed pursuant to Item 601(b)(4) of Regulation S-K.  Please re-file the entire
Loan and Security Agreement, including all sc hedules, with your next periodic report.

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.

Please contact Charles Lee at (202) 5 51-3427 or me at (202) 551-3720 with any
questions.
Sincerely,
         /s/ H. Christopher Owings
H. Christopher Owings Assistant Director