SecProbe.io

January 26, 2011

Via Fax (866) 522-1490 and U.S. Mail

William E. Franklin Chief Financial Officer Copart, Inc. 4665 Business Center Drive Fairfield, California  94534
Re: Copart, Inc.
Form 10-K for the Fiscal Year Ended July 31, 2010 Filed September 23, 2010 Definitive Proxy Statement on Schedule 14A Filed October 21, 2010
  File No. 000-23255

Dear Mr. Franklin:
We have reviewed your filings and have the following comments.  You should comply
with the comments in all future filings, if app licable.  Please confirm in writing that you will do
so and also explain to us in sufficient detail how you intend to comply by providing us with your
proposed revisions.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
 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 the Fiscal Year Ended July 31, 2010

 Results of Operations, page 35

 Service Revenues, page 35

1. We note that on page 35 you attribute your increa se in service revenues to (i) an increase
in commodity pricing, and (ii) the general in crease in used car pricing.  Please expand
your disclosure to addresses whether manage ment believes these are trends that will
continue to impact revenues going forward.  Re fer to Item 303(a) of Regulation S-K, and

William E. Franklin Copart, Inc. January 26, 2011 Page 2

the Commission’s Guidance Regarding Mana gement’s Discussion and Analysis of
Financial Condition and Results of Oper ations, Securities Act Release No. 33-8350.
 Definitive Proxy Statement on Schedule 14A

 Board of Directors and Cor porate Governance, page 8

 Oversight of Risk Management, page 10

2. We note your disclosure in the second pa ragraph on page 11 regarding management’s
and the compensation committee’ s review of your compensation plans and programs that
could have a material impact on you.  Pl ease expand your disclosure to provide your
conclusions with respect to this review.
 Executive Compensation, page 23

 Compensation of Messrs. Johnson and Adair, page 26

3. We note your disclosure begi nning in page 26 regarding th e stock option compensation
plan you entered into with Messrs. Johnson a nd Adair.  Please provide us with proposed
disclosure addressing whether this plan was offered to your other named executive
officers, and discuss any factors that  went into your determination.

(ii) Cash Bonuses, page 27
4. In the third paragraph on page 28 you state that at the beginni ng of fiscal year 2010
individual performance goals were set for each of your named executive officers.  You
then disclose the general categories of pe rformance goals applicable to each named
executive officer.  Please revi se to provide the specific, as  opposed to general categories
of, goals applicable to each named executiv e officer.  Refer to Items 402(b)(2)(v) and
(vii) of Regulation S-K.
 Equity-Based Incentives, page 29

5. We note that Messrs. Franklin’s and Bauer’s salaries remained id entical from fiscal 2009
to 2010, but each received a lower stock option grant in 2010 which resulted in
significantly lower overall compensation as compared to 2009.  Please revise your
disclosure to explain the basi s for these grant determinations .  We note your disclosure on
the bottom of page 29 regarding the factors considered by the compensation committee in
making the grants, but we are unable to dete rmine without further information how the
committee’s consideration of these factors resu lted in such a larg e reduction of options
granted in comparison to the prior fiscal year .  Refer to Item 402(b)(ix) of Regulation S-
K.

William E. Franklin Copart, Inc. January 26, 2011 Page 3

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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our comments on your filings.
 Please contact Chris Chase, Staff Attorne y, at (202) 551-3485 or me at (202) 551-3720
with any questions.
Sincerely,
         / s /  C h r i s t o p h e r  F .  C h a s e   f o r
H. Christopher Owings Assistant Director