SecProbe.io

Mail Stop 3561
January 27, 2017

A. Jayson Adair
Chief Executive Officer
Copart, Inc.
14185 Dallas Parkway, Suite 300
Dallas, Texas 75254

Re: Copart, Inc.
 Form 10-K for Fiscal Year Ended July 31, 2016
Filed September 28 , 2016
File No. 0-23255

Dear Mr. Adair :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we  may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do no t believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Item 7. Management’s Discussion and Analysis of Financial Condition a nd Results of
Operations

Critical Accounting Policies and Estimates

Valuation of Goodwill, page 45

1. We note your risk factor disclosure on page 23 that testing goodwill requires
management to make significant estimates and assumptions.  G iven the signifi cance of
goodwill to your financial position, please expand your disclosure to discuss the degree
of uncertainty associated with key assumptions underlying the fair value estimates used
in your impairment testing that have the reasonable possibility of cha nging and could
lead to a material goodwill impairment charge  in the future .  In the case of material
uncertainties associated with a potential goodwill impairment charge,  please also disclose
the percentage by which fair value exceeded carrying value .  Refer to Item 303(a)(3)(ii)

A. Jayson Adair
Copart, Inc.
January 27, 2017
Page 2

 of Regulation S -K and SEC Release No. 34 -48960 available on our website at
www.sec.gov .

Note 8 – Long Term Debt, page 76

2. We note your disclosure in the third paragraph on page 27 that alternative potential uses
of your cash balances and cash flows from operations may include the payment of
dividends, among other things .  We also note your Credit Agreement and Notes Purchase
Agreement contain  covenants that limit  your ability to pay divi dends.  Please describe in
future filings the most significant restrictions on the payment of dividends, their pertinent
provisions, and the amount of retained earnings or net income restricted o r free of
restrictions .  Refer to Regulation S -X 4-08(e)(1).

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Yolanda Guobadia, Staff Accountant  at (202) 551 -3562 , Donna Di
Silvio, Staff Accountant at (202) 551 -3202  or me at (202) 551 -3344 if you have questions
regarding our comment s or any other questions.

Sincerely,

 /s/ William H. Thompson

 William  H. Thompson
Accounting Branch Chief
Office of Consumer Products