SecProbe.io

Mail Stop 3561          February 5, 2009   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 response letter da ted January 21, 2009 and have the following
comments.  Please provide a written response to  our comments.  Please be as detailed as
necessary in your explanation.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclo sure.  After reviewing this information, we
may raise additional comments.
Form 10-K for the Fiscal Year Ended July 31, 2008

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

Performance Graph, page 33

1. We reviewed your response to comment 1 from our letter dated December 17, 2008.
Please provide us the companies that compri sed your peer group for purposes of creating
the performance graph found in your Form 10-K for the fiscal year ended July 31, 2008.

Willis J. Johnson
Copart, Inc.
February 5, 2009  Page 2  Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation,
page 35
 2. We reviewed your response to comment 2 from our letter dated December 17, 2008.
Please provide a discussion and analysis of th e key variables and other factors necessary
for an understanding of revenues and operating results.

Critical Accounting Policies and Estimates, page 44

3. We reviewed your response to comment 5 in our letter dated December 17, 2008.  Please
describe significant assumptions underlying your critical accounting estimates, disclose how accurate your estimates/assumptions have  been in the past and how much your
estimates/assumptions have changed in the past and provide an analysis of their
sensitivity to change based on other outcomes that are reasonably likely to occur and
would have a material effect.  Refer to the Commission’s Guidance Regarding Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
 Financial Statements

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

 Revenue Recognition, page 65

 4. We reviewed your response to comments 9 a nd 14 in our letter dated December 17, 2008.
We understand that you remarket vehicles on behalf of sellers and for your own account
through your internet selling platform.  We  also understand that you sell vehicles in
North America primarily as agent on behalf  of insurance companies deriving revenue
from transaction fees and services and that you primarily operate on principal basis in the
UK purchasing and reselling vehicles.  As such, the basis for your conclusion that
revenues from remarking of vehicles on be half of sellers and revenues from selling
acquired vehicles comprise a si ngle class of revenues from services rendered is still
unclear to us.  It seems that you should sepa rately state revenues from services and
revenues from resale of acqui red vehicles as well as related costs and expenses in
accordance with Rule 5-03(b) of Regulation S-X.   Please provide us with further support
for your conclusion that sales and the related cost of vehicles sold for your own account,
which appear to represent tangible products, should be combined with remarketing and
other revenues from services  in light of the disclosure s throughout the document.
 5. We reviewed your response to comment 11 in our letter dated December 17, 2008.
Please tell us whether you also use the rela tive fair value method to allocate arrangement
consideration to separate units of accounting when there is objective and reliable
evidence of fair value for all units of accounting in an arrange ment.  If so, tell us the
circumstances when there is objective and reliabl e evidence of fair value of each unit of

Willis J. Johnson
Copart, Inc.
February 5, 2009  Page 3
accounting and when there is no ob jective and reliable evidence of fair value of delivered
items.  Otherwise, please explain to us why prices you charge for resale services sold
separately are not representative of fair valu e.  Refer to paragraph 16 of EITF 00-21.  In
addition, if applicable, clarify your accounting policy in future filings.
 Note (14)  Segments and Othe r Geographic Information, page 87

 6. We reviewed your response to comment 13 in our letter dated December 17, 2008.
Based on the information you provided it seems th at you have structured your business in
five specific geographic regions  and may have more than one operating segment.  Please
clarify whether you believe each of the regions  identified in your response are operating
segments as defined in paragraph 10 of SFAS 131 and whether the regions are aggregated
since they exhibit similar economic characteri stics and meet the aggregation criteria in
paragraph 17 of SFAS 131.  If each region represents an operating segment, please provide us with support that th ey have similar economic char acteristics and, in any event,
provide support for your US and Canadian operations and UK operations.  In doing so,
include the measure(s) that your CODM uses to  evaluate and allocate resources to your
operating segments, as well as revenues and gross margins, for the last five years and explain why the information supports a conclusion that the segments exhibit similar economic characteristics.  In addition, it seems that your chief operating decision maker
may be a group as referred to in paragra ph 12 of SFAS 131.  Please provide us with a
copy of the annual and monthly review packag e given to the CODM for the most recent
year and interim period.  Also provide a copy of the package given to the Board of
Directors for the same periods.
 Definitive Proxy Statement on Schedule 14A

 Executive Compensation, page 18

Compensation Discussion and Analysis, page 18
7. We reviewed your response to comment 17 from our letter dated December 17, 2008.
Please define the term performance-based in this instance and the types of compensation
which you consider performance based.  Also, please indicate why the board believes that
performance-based compensation such as cash bonus or equity compensation should
represent a substantial portion of an executive officer’s compensation package.

* * * * *
 Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your respon se to our comment and
provides any requested information.  Detailed letters greatly facilitate  our review.  Please
understand that we may have additional comments after reviewing your responses to our comment.

Willis J. Johnson
Copart, Inc.  February 5, 2009  Page 4
You may contact, Anthony Wa tson, Staff Accountant, at (202) 551-3318 or in his
absence William Thompson, Accounting Branch Chief, at (202) 551-3344 if you have questions  regarding comments on the financia l statements and related matters .  Please contact Robert W.
Errett, Staff Attorney, at ( 202) 551-3225 or me at (202) 551- 3725 with any other questions.

Sincerely,

H. Christopher Owings  Assistant Director