SecProbe.io

Mail Stop 3561

        December 17, 2008

Willis J. Johnson
Chief Executive Officer
Copart, Inc.
4664 Business Center Drive
Fairfield, California 94534

 Re:  Copart, Inc.
  Form 10-K for Fiscal Year Ended July 31, 2008
  Filed September 29, 2008
  Proxy Statement on Schedule 14A
Filed November 4, 2008
  File No. 0000-23255

Dear Mr. Johnson:

We have reviewed your filings 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 prop osed revisions.  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 necessa ry in your explanation.  After re viewing this information, we may
raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.  We look forward to working with  you in these respects.  We welcome any
questions you may have about our comments or any other aspect of our review.  Feel free to call
us at the telephone numbers listed  at the end of this letter.

Willis J. Johnson
Copart, Inc.
December 17, 2008
Page 2

Form 10-K for the Fiscal Year Ended July 31, 2008

Item 5.  Market for Registrant's Common Equ ity, Related Shareholder Matters and Issuer
Purchases of Equity Securities, page 31

Performance Graph, page 33

1. Please disclose in a footnote or in another ap propriate place the companies that comprise
your peer group.  Please see Instruction 5 to Item 201(e) of Regulation S-K.

Item 7.  Management's Discussion and Analys is of Financial Condition and Results of
Operations, page 35

Results of Operations, page 37
2. You disclose in the description of your bus iness that you believe your business has grown
as a result of acquisitions, increases in the overall volume in the salvage car market,
increases in the amount of revenue genera ted per sales transaction resulting from
increases in gross selling prices and the addition of value added services for both buyers and sellers and the growth in non-insurance co mpany sellers.  You also disclose various
risks and uncertainties related to operating ri sks.  Yet, it does not appear that you have
provided an assessment of these trends and un certainties in your di scussion and analysis
to enable a reader to ascertai n the likelihood that past perfor mance is indicative of future
performance.  In addition, it does not app ear that you have identified and provided a
discussion and analysis of th e key variables and other quali tative and quantitative factors
which are necessary for an understanding and evaluation of the business and results of
operations through the eyes of management.  Please revise your discussion and analysis
to describe known trends and/or uncertainties that have had or that are reasonably likely to have a material impact on revenues or in come from operations.  Please also provide a
discussion and analysis of the key variables and other factors necessary for an understanding of revenues and operating resu lts.  For example, consider providing
operating data regarding the volume of vehicle sales and revenues per sales transaction in
the North American and UK markets for each year and describe the extent to which increases in same stores in North America are attributable to increases in prices or to
increases in volume or amount of  goods or services sold, or the introduction of new value
added services.  Similar enhancements should be made to your discussions and analysis
of operating expenses for each year.  Refer to Item 303(a) of Regulation S-K and the
Commission’s Guidance Regarding Management’s  Discussion and Analysis of Financial
Condition and Results of Operations, Release No 33-8350, available at
www.sec.gov .

Willis J. Johnson
Copart, Inc.
December 17, 2008
Page 3

Liquidity and Capital Resources, page 40

3. Please expand this section to discuss known tr ends, demands, commitments, events or
uncertainties that will result in or are reasona bly likely to in result in your liquidity
decreasing or increasing in any material wa y and provide additional information about
the variability and certainty of cash flows.  Al so identify and separately describe internal
and external sources of liquidity, and briefly discuss any material unused sources of
liquid assets.  In addition, describe material commitments for capital expenditures as of the end of the year, and indicate the gene ral purpose of such commitments and the
anticipated source of funds need ed to fulfill such commitments.  Refer to Item 303(a) of
Regulation S-K and the Comm ission’s Guidance Regarding Management’s Discussion
and Analysis of Financial Condition  and Results of Operations.

Contractual Obligations, page 43

4. Please disclose whether operating lease obligatio ns include insurance, taxes, maintenance
and other costs required by ope rating lease agreements.  Also, provide a context for
readers to understand the imp act of such costs on your ope rating lease obligations.  See
Section IV.A and footnote 46 to the Commission’s Guidance  Regarding Management’s
Discussion and Analysis of Financial Condition and Results of Operations.

Critical Accounting Policies and Estimates, page 44

5. Please revise to describe the material implications of uncertainties  associated with the
methods, assumptions and estimates underlying your critical accounting measurements
that have had or that you reasonably expect will have a material impact on financial
condition and operating performance and on th e comparability of reported information
among periods.  Such disclosure should supplement, not duplicate, the accounting
policies disclosed in the notes to the financ ial statements.  In doing so, please identify
those accounting estimates or assumptions where there is a significant amount of
subjectivity involved, the estimates or assump tions are susceptible to change, and the
impact of the estimates and assumptions  on your financial condition or operating
performance is material.  Discuss, to the ex tent material, such f actors as how you arrived
at each estimate, how accurate the estimate/ assumption has been in the past, how much
the estimate/assumption has changed in the pa st and whether the estimate/assumption is
reasonably likely to change in the future.  We would expect you to provide quantitative as
well as qualitative disclosure when quantita tive information is r easonably available and
to provide greater insight into the quality and variability of information regarding financial condition and operating performance.  Also, since critical accounting estimates
and assumptions are based on matters that are uncertain or difficult to measure, you should analyze and disclose their specific sens itivity to change, based on other outcomes

Willis J. Johnson
Copart, Inc.
December 17, 2008
Page 4

that are reasonably likely to occur and would ha ve a material effect.  Please refer to Item
303(a)(3)(ii) of Regulation S-K as well as the Commission’s Guidance Regarding
Management’s Discussion and Analysis of Financial Condition and Results of
Operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk, page 47

6. On page 47 you state that “[a]s the interest rates on a material portion of our cash and
cash equivalents are variable, a change in interest rates earned on our investment
portfolio would impact interest income along with cash flows, but would not materially
impact the fair market value of the related underlying instruments.”  Please clarify if you
consider the potential impact on your intere st income and cash flows from a potential
change in interest rates to be  material.  If the impact is material, please disclose the
information regarding this market risk required under Item 305(a) and (b) of Regulation
S-K.  If you do not believe you are required to  disclose this information, please advise
why you believe you are not requ ired to disclose it.

7. On page 47 you indicated that you have exposur e to foreign currency transactions gains
and losses arising from the tran slation of the assets and liab ilities of your Canadian and
U.K. subsidiaries to U.S. dollars during consolidation.  Please discuss what actions you
take, if any, to mitigate this particular mark et risk or advise why you believe you are not
required to disclose it.  Please refer to Item 305(b) of Regulation S-K.

Financial Statements

Note (1)  Summary of Significant Accounting Policies, page 64

Foreign Currency translation, page 64

8. Please tell us, and disclose if material, the ag gregate transaction gain or loss included in
determining net income for each year presen ted.  Please refer to paragraph 30 of SFAS
52.

Revenue Recognition, page 65

9. Please separately state net reve nues from vehicles sales, re marketing services and other
sources, such as annual registration fees, on th e face of the consolidated statements of
income.  Please also separately state costs a nd expenses applicable to vehicles sales,
remarketing services and other revenue sources.  Refer to Rule 5- 03(b) of Regulation S-
X.  Please note that income, and related costs and expenses, from each class described in Rule 5-03(b) of Regulation S-X which is less than 10 percent of total revenues may be

Willis J. Johnson
Copart, Inc.
December 17, 2008
Page 5

combined.  Please show us what your revise d disclosure would look like for each year
presented and tell us the classes co mbined pursuant to Rule 5-03(b).

10. Please tell us the terms and conditions of th e customer agreements related to vehicles
purchased and remarketed on your own beha lf through your auction process.  Please
specifically address terms and conditions with respect to de livery, transfer of title and
assumption of the risks and rewards of ownership by customers.  Also explain to us your
rationale for recognizing revenue when a legal binding contract is formed upon high bid acceptance and your basis for concluding that deli very has occurred at that point.  Refer
to SAB Topic 13.  In addition, please disclose  the terms of the c ontracts that specify
when customers take title to the vehicles and assume the risks and rewards of ownership.

11. It appears from your disclosure in the fifth paragraph that po st-sale services represent the
undelivered item and that you are allocating cons ideration to post-sale  services using the
reverse residual method as opposed to using th e residual method to allocate consideration
to auction services, which appear to represen t the delivered item.  Please tell us why your
measurement and allocation of consideration to sales services and post-sale services
complies with paragraph 12 of EITF 00-21.  In addition, clarify your disclosure as
appropriate.

Note (10)  Long-Term Debt, page 80

12. We note that your Credit Facility contains restrictive covenants related to dividends,
distributions and redemption of capital stock.  As such, please disclose the amount of
retained earnings or net income restricted or  free of restrictions.  Please refer to Rule 4-
08(e)(1) of Regulation S-X.
Note (14)  Segments and Othe r Geographic Information, page 87

13. Please tell us how you have determined that your operations are managed as one
operating segment.  In this regard, it appears that your U.S., Canada and United Kingdom operations may fit the definition of separate  operating segments.  Please ensure you tell
us the operations for which discrete financial information is available as well as the level
of financial information reviewed by your chief operating decision maker to make
decisions about resources to be allocate d to various business components and assess
performance.  Also, please tell us the basi s of the structure of  your organization and
whether you have chosen to organize th e business around differen ces in products and
services or geographic areas.  Please refe r to paragraphs 10-15 of SFAS 131.

14. We note that your revenues include, among ot hers, vehicle sales, sales merchandising
fees, transportation fees, buyer services fees and annual me mbership fees.  Please

Willis J. Johnson
Copart, Inc.
December 17, 2008
Page 6

disclose revenues for each group of similar prod ucts and services for each year presented
or tell us why you believe disclosure of info rmation about products and services is not
required.  If providing the information is impract icable, please disclose that fact.  Please
refer to paragraph 37 of SFAS 131.

Definitive Proxy Statement on Schedule 14A

Executive Compensation, page 18

Compensation Discussion and Analysis, page 18

15. Please discuss why the compensation committee determined that Mr. Johnson and Mr.
Adair were the only named executive officers eligible to particip ate in your Executive
Bonus Plan for the fiscal year 2008.  Also, pl ease discuss the eligibility requirements of
the Executive Bonus Plan.  If no specific elig ibility requirements exis t, please discuss the
factors that the compensation committee consid ers when deciding if someone is eligible
to participate in the plan.

16. In your “Compensation Discussion and Analysis ” section, you indicate  that you consider
a named executive officer’s individual perf ormance in setting compensation.  Please
discuss how you structure and implement specific forms of compensation to reflect the
named executive officer’s individual perfor mance or contribution and describe the
elements of individual performance or  contribution that you have taken into
consideration.  For example, in the first paragraph on pa ge 22 you indicate that the
discretionary bonuses were based, in part, on individual and corporate performance.
Please discuss the specific elements of indi vidual performance or contribution that you
have taken into consideration.  See Item 402(b)(2)(vii) of Regulation S-K.
17. On page 19 you state that “[t]he compensation committee believes that a substantial portion of an executive officer’s compensati on should be performance-based, whether in
the form of cash bonus or equity compen sation.”  Please expand your discussion to
clarify your statement since it would app ear all compensation would be based on
performance.  If, you are referring to incenti ve compensation, please discuss the basis for
their belief.

18. In the last paragraph on page 19 you state th at “[a]lthough the committee has historically
not identified specific financ ial performance targets (exc ept in connection with the
Executive Bonus Plan, as discussed belo w), its annual analysis has focused on
quantitative factors such as trends in our revenues and earnings per share.”  Please expand this section to discuss all the quantitative factors that you consider.

Willis J. Johnson
Copart, Inc.
December 17, 2008
Page 7

19. In the first full paragraph on page 20 you state “[t]he committee believes that growth in
executive compensation at Copart has been appr opriately correlated with the substantial
growth in our business.”  Please expand this section to discuss the basis for the
compensation committee’s belief.

20. In the third full paragraph on page 21 you i ndicate that the compensation committee can
establish target awards based on achievement  of established goals  including, but not
limited to earnings per share, operating cash flow, operating income etc.  Please expand
your discussion to discuss why the compensa tion committee selected revenue growth as
its sole performance goal and please descri be how this performance goal aligns the
interests of executives and shareholders.  Also, please discuss how the compensation
committee determined that a 5% revenue growth goal was an appropr iate target beyond
their determination that t