SecProbe.io

Mail Stop 3561          March 10, 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
  Form 10-Q for Fiscal Period Ended October 31, 2008   Filed December 10, 2008
File No. 0000-23255
 Dear Mr. Johnson:
 We have reviewed your response letter  dated February 23, 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 disclosure.  After
reviewing this information, we may raise additional comments.
 Form 10-K for Fiscal Year Ended July 31, 2008

 Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 35
 Critical Accounting Policies and Estimates, page 44

 1. We reviewed your response to comment three in our letter dated February 5,
2009.  Please note that if you include net in come and diluted earnings per share in
the sensitivity analysis related to inco me taxes, deferred tax assets and the
allowance for doubtful accounts in future filings you should also provide the non-
GAAP disclosures required by Item 10( e) of Regulation S-K.  Please
acknowledge this obligation or otherwise revise.

Willis J. Johnson
Copart, Inc.  March 10, 2009  Page 2  Financial Statements

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

 Revenue Recognition, page 65

 2. We reviewed your response to comment five in our letter dated February 5, 2009
and understand your arguments.  However, if  the sale of vehicles sold on your
own account exceeds 10% of consolidated sa les, we continue to believe that you
should separately state revenues from servic es and resale of acquired vehicles as
well as related costs and expenses in acco rdance with Rule 5-03(b) of Regulation
S-X.  Please tell us revenues, cost of  revenues and gross profit related to
purchased vehicles for each year presen ted and explain to us  why you do not meet
the quantitative thresholds in Rule 5-03( b).  Otherwise, please revise your
disclosure in future filings to comply with Rule 5-03(b) of Regulation S-X.
 Note (14) Segments and Other Geographic Information, page 87

 3. We reviewed your response to comment six in our letter da ted February 5, 2009.
It still appears to us that you have identif ied more than one operating segment, but
that you have aggregated the segments in to one reportable segment in accordance
with paragraph 17 of SFAS 131.  Thus, it seems that you should disclose the
factors used to indentify reportable segments and wh ether operating segments
have been aggregated.  Please advise.  Refer to paragraph 26.a. of SFAS 131.

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 response to our comment and provides any requested information.  Detailed letters gr eatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comment.
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 financial 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