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    H.
Christopher Owings

    Assistant
Director

    Securities
and Exchange Commission

    Mail Stop
3561

    Washington,
D.C. 20549

    Re:           America’s
Car-Mart, Inc.

    Form 10-K
for Fiscal Year Ended April 30, 2008

    Filed
July 3, 2008

    Definitive
Proxy Statement on Schedule 14A

    Filed
August 28, 2008

    Form
10-Qs for the Quarterly Periods Ended July 31, 2008, October 31, 2008 and
January 31, 2009

    Filed
September 9, 2008, December 5, 2008 and March 9, 2009

    Form
8-K

    Filed
June 26, 2008

    File No.
000-14939

    Dear Mr.
Owings:

    Please
find our response to your comments dated June 18, 2009 related to the above
filings.

    Form 10-K for Fiscal Year
Ended April 30, 2008

    Note B — Summary of
Significant Accounting Policies, page 36

              1.

              We
      have reviewed your response to prior comment 4 in our letter dated April
      16, 2009 noting that you have aggregated individual lots into one
      operating segment. Considering operating segments are aggregated into a
      reportable segment if the operating segments meet the aggregation criteria
      of paragraph 17 of SFAS 131, your response suggests that each lot
      represents an operating segment. Please clarify how you determined your
      operating segments by identifying your chief operating decision maker and
      telling us if the CODM regularly reviews the results of your individual
      lots. As noted in paragraph 10 of SFAS 131, an operating segment is a
      component of an enterprise whose operating results are regularly reviewed
      by the CODM. If your CODM does not regularly review the results of
      individual lots, tell us the level of your business regularly reviewed by
      the CODM.

    Response:

    Each lot
is an operating segment and its results are reviewed in detail at least monthly
by the Company’s Chief Operating Officer (the CODM). We will revise our proposed
disclosure as follows:

    Each
dealership is an operating segment with its results regularly reviewed by the
Company’s chief operating decision maker in an effort to make decisions about
resources to be allocated to the segment and to assess its performance.
Individual lots meet the aggregation criteria under SFAS 131, Disclosures about
Segments of an Enterprise and Related Information. The Company operates in the
Buy Here/Pay Here segment of the used car market, also referred to as the
Integrated Auto Sales and Finance industry.  In this industry, the
nature of the sale and the financing of the transaction, financing processes,
the type of customer and the methods used to distribute the Company’s products
and services, including the actual servicing of the loans as well as the
regulatory environment in which the Company operates all have similar
characteristics.  Each of our individual lots is similar in nature and
only engages in the selling and financing of used vehicles. All individual lots
have similar operating characteristics.  As such, individual lots have
been aggregated into one reportable segment.

    Finance Receivables,
Repossessions and Charge-offs and Allowance for Credit Losses, page
37

              2.

              We
      have reviewed your response to prior comment 5 in our letter dated April
      16, 2009 and have the following
comments:

              ·

              Please
      confirm that the loans you provide customers are simple interest loans and
      not pre-computed loans whereby borrowers are obligated to pay back
      principal plus the full amount of interest that will accrue over the
      entire term of the loan.

    Response:

    Yes our
loans are simple interest loans and not pre-computed loans.

    We will
clarify our previous proposed language change as follows:

    Partial
extract from previous proposal

    These
installment sale contracts carry interest rates ranging from 6% to 19% using the
simple effective interest method in compliance with SFAS 91, Accounting for
Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and
Initial Direct Costs of Leases, including any deferred fees. Loan origination
costs are not significant. The installment sale contracts are not pre-computed
loans whereby borrowers
are obligated to pay back principal plus the full amount of interest that will
accrue over the entire term of the loan.

              ·

              You
      indicate that impaired loans do not remain on your books for an extended
      period of time and your average account loss is taken within 53 days of it
      becoming delinquent. Please clarify if an account generally becomes
      delinquent at 30 days or at some later point in time. Please also clarify
      why loans are not placed on nonaccrual status prior to write-off or
      repossession of the vehicle.

    Response:

    Our loans
are delinquent (past due) when customers are one day or more late on contractual
payments. The 53 days includes the first day that the account is delinquent.
Many delinquent customers will come in and rectify past due situations, while
some will not. The amount of interest that may accrue for accounts that are
eventually either repossessed or written off is immaterial (approximately
$40,000 pre-tax) and the Company does in fact reserve against this immaterial
amount.

    We will
clarify our previous proposed language change as follows:

    Partial
extract from previous proposal

    While
the Company does not formally place loans on nonaccrual status, the immaterial
amount of interest that may accrue after an account becomes delinquent up until
the point of resolution via repossession or write-off, is reserved for against
the Accrued Interest on Finance Receivables account on the Consolidated Balance
Sheets. Delinquent loans are addressed and either made current by the customer,
which is the case in most situations, or the vehicle is repossessed or the
account is written off, if the collateral cannot be recovered, quickly. Customer
payments are set to match their pay-day with over 80% of payments due on either
a weekly or bi-weekly basis. The frequency of the payment due dates combined
with the declining value of collateral lead to prompt resolutions on delinquent
accounts. On average, accounts are approximately 53 days past due at the time of
charge-off. Accounts are delinquent when the customer is one day or more behind
on their contractual payments.

    Note J — Stock Options and
Warrants, page 49

              3.

              We
      have reviewed your response to prior comment 9 in our letter dated April
      16, 2009. In complying with paragraph A240(b)(1)(c) of SFAS 123(R), please
      confirm that you will disclose in future filings the number and
      weighted-average exercise price of options exercisable at
      year-end.

    Response:

    Yes we
will fully disclose the number and weighted-average exercise price of options
exercisable at year-end in future filings.

    Note C — Finance
Receivables, Net, page 45

              4.

              We
      have reviewed your response to prior comment 10 in our letter dated April
      16, 2009. Please disclose in future filings the information discussed in
      Instruction 2 to Item IV.A of Industry Guide
3.

    Response:

    We will
revise our disclosure and specify for each period presented the factors that
influenced management’s judgment in determining the amount of the additions to
the allowance charged to operating expense.

    Proposed
language

    The
factors which influenced management’s judgment in determining the amount of the
additions to the allowance charged to Provision for Credit Losses
were:

    For
each of the fiscal years 2006-2008-

    Actual
charge-offs, net of recovered collateral, is the most important factor in
determining the charges to the Provision for Credit Losses. This is due to the
fact that once a loan becomes delinquent the account is either made current by
the customer, the vehicle is repossessed or the account is written off, if the
collateral cannot be recovered, quickly. Net Charge-offs in 2007 were
significantly higher than the Company had experienced in prior or subsequent
years. This had the effect of higher additions to the allowance charged to the
provision for 2007. Net charge-offs in 2008 were slightly higher than levels for
2006.

    Collections
and delinquency levels have a significant effect on additions to the allowance
and are reviewed frequently in determining the additions to the allowance charge
to the provision. In 2007, collections as a percentage of average finance
receivables was lower and delinquencies were higher contributing to the higher
additions to the allowance charged to the provision for 2007. Collections and
delinquencies for 2006 and 2008 were fairly consistent.

    Macro-economic
factors as well as proper execution of operational policies and procedures have
a significant effect on additions to the allowance charged to the provision.
Higher unemployment levels, higher gasoline prices and higher prices for staple
items can have a significant effect. While macro-economic factors were more
favorable during 2007, operational difficulties that resulted from the Company’s
growth contributed to higher additions to the allowance charged to the
provision.

    Note H — Capital Stock, page
48

    We have
reviewed your response to prior comment 11 in our letter dated April 16, 2009.
Please note that paragraph 11 of SFAS 150 requires liability classification for
instruments where the issuer, under no condition, may avoid such obligations.
Contingently redeemable securities, such as puttable stock redeemable at the
holder’s option, are outside the scope of SFAS 150 and are classified within
permanent or mezzanine equity and reclassified as a liability when the
contingent event has occurred or becomes certain to occur, thus making the
securities unconditionally redeemable. Based on Rule 5-02.28 of Regulation S-X,
it appears that your redeemable preferred stock should be classified within
mezzanine equity and the dividends should be reflected as a reduction of
retained earnings. If you agree, please revise your financial statements and
tell us the impact that these errors had on your historical financial
statements.

    Response:

    Because
the preferred stock is preferred stock held in a subsidiary and represents a
non-controlling minority interest and the amount involved is not material (the
$500,000 in preferred stock is less than .3% of assets; total cumulative
dividends have been $186,000 or .1% of equity), and has been disclosed in the
footnotes, we propose that we disclose the effects of our future adoption of
SFAS 160, “Non-Controlling Interests in Consolidated Financial Statements- An
Amendment of ARB No. 51” in the footnotes under “Recent Accounting
Pronouncements” for our April 30, 2009 10-K (to be filed before or on July 14,
2009). SFAS 160 will be adopted by us in our fiscal year 2010 and we will follow
the requirements under SFAS 160 in the year of adoption and in all future
periods.  Upon adoption of SFAS 160, $100,000 of the preferred stock
will be classified as non-controlling interest within equity and $400,000 of the
preferred stock with a put will be classified in the mezzanine section. The
dividends associated with the entire preferred stock will be recorded as a
reduction to net income to arrive at net income attributable to America’s
Car-Mart, Inc. The presentation of the preferred stock will be applied
retroactively for all periods presented upon adoption of SFAS 160.

    Note L— Fair Value of
Financial Instruments, page 51

              5.

              We
      have reviewed your response to prior comment 12 in our letter dated April
      16, 2009. As we believe the information provided in your response would be
      beneficial to a reader of your financial statements, please disclose in
      future filings the reasons why the fair value of your net finance
      receivable is significantly less than its carrying
  value.

    Response:

    We will
add the following disclosure to our footnote.

    The
Company estimated the fair value of its receivables at what a third party
purchaser might be willing to pay. The Company has had discussions with third
parties and has recently bought and sold portfolios, and has had a recent third
party appraisal that indicates a 37.5% discount to face would be a reasonable
fair value in a negotiated third party transaction.  The sale of
finance receivables from Car-Mart of Arkansas to Colonial is at a 37.5%
discount. For financial reporting purposes these sale transactions are
eliminated. Since the Company does not intend to offer the receivables for sale
to an outside third party, the expectation is that the book value at April 30,
2008, will be ultimately collected. Basically, by collecting the accounts
internally the Company expects to realize more than a third party purchaser
would expect to collect with a servicing requirement and a profit margin
included.

    Form 10-Q for the Quarterly
Period Ended January 31, 2009

    Management’s Discussion and
Analysis of Financial Condition and Results of Operations, page
13

              6.

              We
      have reviewed your response to prior comment 21 in our letter dated April
      16, 2009. Please tell us and disclose in further detail in future filings
      the specific improvements made to your underwriting and collection
      procedures.

    Response:

    We will
add the following disclosure to our footnote.

    The
primary reason for the improvement in credit losses between periods relates to
improvements the Company has made to its business practices, including better
underwriting and better collection procedures. The positive improvements in
business practices have lead to better collection results. Negative macro
economic issues do not always lead to higher credit loss results for the
Company, as the Company provides basic affordable transportation which in many
cases is not a discretionary expenditure for customers. The Company has
installed a proprietary credit scoring system allowing for monitoring of the
quality of deals on the front end. Corporate office personnel monitor scores and
work with lots when the distribution of scores falls outside of prescribed
thresholds.  Additionally, the Company has increased its investment in
the corporate infrastructure within the collection area, including the hiring of
a Director of Collection Practices and Review, which is also having a positive
effect on results by providing more and more timely oversight and providing for
more accountability on a consistent basis. Additionally, turnover at the lot
level for collection positions is down between years which is having a positive
effect on results. The Company believes that the proper execution of its
business practices is the single most important determinate of credit loss
experience.

    * *
*

    Please
contact Jeff Williams, Chief Financial Officer, at (479) 418-8021, with any
questions.

    Sincerely,

    Jeff Williams

    Chief Financial Officer

    America's CAR-MART, Inc.