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VIA EDGAR

January 21, 2009

Mr. H. Christopher Owings

Securities and Exchange Commission

100 F Street NE

Washington, D.C. 20549

  Re:

  Correspondence from you dated
  December 17, 2008 concerning Copart, Inc.

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

  Filed September 29, 2008

  File No. 001-16565

  Proxy Statement on Schedule 14A

  Filed November 4, 2008

  File No. 0000-23255

Ladies and Gentlemen:

On behalf of Copart, Inc. (“Copart” or
the “Company”) this letter is being transmitted in response to comments
received from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) by letter dated December 17, 2008 with respect to the
Company’s Annual Report on Form 10-K for the fiscal year ended July 31,
2008, filed on September 29, 2008, and proxy statement on Schedule 14A
filed November 4, 2008.  The
numbering of the paragraphs below corresponds to the numbering of the comments
which, for the Staff’s convenience, we have incorporated into this response
letter.

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

In response to the Staff’s comment, in future filings the Company will
disclose in a footnote the companies that comprise its peer group in accordance
with Instruction 5 to Item 201(e) of Regulation S-K.

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Item7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations, page 35

Results of Operations, page 37

2.              You
disclose in the description of your business 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 generated 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 company sellers. You also disclose various risks and
uncertainties related to operating risks. Yet, it does not appear that you have
provided an assessment of these trends and uncertainties in your discussion and
analysis to enable a reader to ascertain the likelihood that past performance
is indicative of future performance. In addition, it does not appear that you
have identified and provided a discussion and analysis of the key variables and
other qualitative 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 income from operations. Please also
provide a discussion and analysis of the key variables and other factors
necessary for an understanding of revenues and operating results. 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.

In response to the Staff’s comment, in future filings the Company will
disclose in Management’s Discussion & Analysis (MD&A) the
principal trends and uncertainties known to management to have had, or that
management believes are reasonably likely to have in the future, a material
impact on the Company’s results of operations. Naturally, trends identified in
MD&A would not be exclusive, and the Company would continue to identify
other trends and uncertainties in its risk factor disclosure.

The Company supplementally informs the Staff that management has
identified four primary trends that it believes are currently having or that
could in the future have a material impact on revenue or income from
operations: commodity pricing, used car pricing, foreign currency exchange
rates and accident frequency.

The Company believes that commodity pricing, particularly the per ton
price for crushed car bodies, has an impact on the ultimate selling price of
vehicles sold for scrap and vehicles to be dismantled.  Subsequent to harvesting the valuable car
parts

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by a dismantler, the carcass of the car will often be sold for scrap.
Because a portion of our revenue is based to some extent on the selling price
of the vehicle, fluctuations in the average selling price may lead to
variations in revenue.

The Company believes that used car pricing has an impact on the
ultimate selling price of those vehicles that are purchased for retail
sale.  Management believes that decreases
in the overall used car pricing will tend to reduce the resale value of
vehicles that Copart processes and reduce the amount that buyers will pay at
auction.

The Company believes that fluctuations in foreign currency exchange rates
may have an impact on those cars being purchased for export as, for example, a
stronger dollar increases the purchase price paid in our international buyer’s
local currency and may lead to a reduction in the ultimate selling price of a
vehicle.

The Company cannot know which cars are purchased for scrap,
dismantling, resale or for export. Accordingly, the Company cannot quantify the
specific impact that fluctuations in commodity pricing, used car pricing and
foreign currency exchange rates have on the selling price of vehicles and on
the Company’s revenue.

In addition, the Company believes that fluctuations in accident
frequency may have a material impact on the number of units sold on behalf of
insurance companies since vehicles that are salvaged as a result of a collision
or other type of accident are the primary source of vehicles sold. Accident
frequency can be correlated, in part, with weather conditions. The Company is
not aware of a source of information reported on a contemporaneous basis that would
allow the Company to quantify the impact that fluctuations in accident
frequency have had or could have on the Company’s revenue or consolidated
results of operations.

Further, the Company will in future periods, pursuant to Item 303(a)(3)(iii) of
Regulation S-K, provide a narrative discussion of the extent to which changes
in revenue are attributable to changes in prices or to changes in volume or to
the introduction of new services. Similar enhancements will be
made to the Company’s discussion and analysis of operating expenses in future
periods.

Liquidity and Capital Resources, page 40

3.              Please
expand this section to discuss known trends, demands, commitments, events or
uncertainties that will result in or are reasonably likely to result in your liquidity
decreasing or increasing in any material way and provide additional information
about the variability and certainty of cash flows. Also 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 general purpose of such commitments and the anticipated source of funds
needed to fulfill such commitments. Refer to Item 303(a) of Regulation S-K
and the Commission’s

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Guidance Regarding Management’s Discussion
and Analysis of Financial Condition and Results of Operations.

In response to the Staff’s comment, in future filings the Company will
disclose under the caption Liquidity and Capital Resources the principal trends
and uncertainties known to management to have had, or that management believes
are reasonably likely to have in the future, a material impact on the Company’s
liquidity.  The Company will also
identify and describe principal internal or external sources of liquidity and
material unused sources of liquid assets.
Finally, to the extent applicable, the Company will describe material
commitments for capital expenditures, indicate the general purpose of the
commitments, and the anticipated source of funds.

The Company supplementally advises the Staff that, historically, the
principal operational factor influencing the Company’s liquidity has been seasonality.  Specifically, during the winter months, the
Company has historically experienced higher inventories as a result of
increased weather-related accident rates, and this trend tends to result in the
consumption of working capital.
Subsequently, during the spring and summer, the Company’s working
capital position tends to improve as inventories are liquidated and converted
to cash.  The Company notes that it
currently includes disclosure about seasonality in the Liquidity and Capital
Resources sections of its Annual Reports on Form 10-K and its Quarterly
Reports on Form 10-Q.  Other
principal factors that could affect the Company’s liquidity consist of the same
factors that would be expected to have an impact on the Company’s revenues and
operating results, including the factors described in response to Comment 2
above and the factors discussed in the Company’s risk factor disclosure.  In future filings, the Company will include
additional disclosure under Liquidity and Capital Resources, noting that factors
affecting the Company’s consolidated operating results, such as those discussed
above and under the risk factors caption, would also be expected to have an
impact on liquidity.

As noted in the Company’s current disclosure, the Company’s principal
source of liquidity is existing cash and short-term investment balances and
cash generated by operations.  From time
to time in the past, the Company has raised money through equity or debt
financings but has not raised any material amounts of cash through sales of
equity securities since 2001.  The
Company did recently enter into a $200 million revolving credit facility with
Bank of America, N.A., which is described in the Company’s current
filings.  The Company will continue to
include in Liquidity and Capital Resources disclosure concerning the facility,
including a discussion of debt covenants and potential limitations of the
credit facility.  As of July 31,
2008, no amounts were outstanding under the Bank of America credit facility.

As indicated, the Company will make appropriate disclosure of material
commitments for capital expenditures.
The Company notes, however, that it had no material outstanding
commitments for capital expenditures as of July 31, 2008.

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Contractual Obligations, page 43

4.              Please
disclose whether operating lease obligations include insurance, taxes,
maintenance and other costs required by operating lease agreements. Also,
provide a context for readers to understand the impact of such costs on your
operating 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.

In response to the Staff’s comment, in future filings the Company will
disclose whether operating lease obligations include insurance, taxes,
maintenance and other costs required by operating lease agreements.  In addition we will expand the footnote to
provide a context for the readers to understand the impact on such costs on our
operating lease obligations.

Proposed Footnote Language

The Company leases certain domestic and
foreign facilities, and certain equipment under noncancelable operating leases.
In addition to the minimum future lease commitments presented, the leases
generally require the Company to pay property taxes, insurance, maintenance and
repair costs which are not included in the table because the Company has
determined these items are not material.

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 the comparability of
reported information among periods. Such disclosure should supplement, not
duplicate, the accounting policies disclosed in the notes to the financial
statements. In doing so, please identify those accounting estimates or
assumptions where there is a significant amount of subjectivity involved, the
estimates or assumptions are susceptible to change, and the impact of the
estimates and assumptions on your financial condition or operating performance
is material. Discuss, to the extent material, such factors 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 past 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 quantitative information is
reasonably 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 sensitivity to change, based on other outcomes that
are reasonably likely to occur and would have a material effect. Please refer
to Item 303(a)(3)(ii) of Regulation S-K as well as the

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Commission’s Guidance Regarding Management’s
Discussion and Analysis of Financial Condition and Results of Operations.

In response to the Staff’s comment, in future filings the Company will
revise its disclosure on critical accounting assumptions and estimates to more
fully comply with Item 303(a)(3)(ii) of Regulation S-K and the Commission’s
Guidance Regarding Management’s Discussion and Analysis of Financial Condition
and Results of Operations and not simply duplicate the accounting policies
disclosed in the notes to the financial statements.  The Company has provided updated language
below for income taxes and retained insurance liabilities as examples of the
types of revisions that will be made in future periods.

Example 1:

Income Taxes and Deferred Tax Assets

We account for income taxes in accordance
with SFAS No.109 Accounting for Income Taxes. We
are subject to income taxes in the US, Canada and UK. In arriving at a
provision for income taxes, we first calculate taxes payable in accordance with
the prevailing tax laws in the jurisdictions which we operate; we then analyze
the timing differences between the financial reporting and tax bases of our
assets and liabilities, such as various accruals, depreciation and
amortization. The tax effects of the timing difference are presented as
deferred tax assets and liabilities in the consolidated balance sheet. We
assess the possibility that the deferred tax assets will be realized based on
our ability in generating future taxable income. In the event that it is more
likely than not the full benefit would not be realized from the deferred tax
assets we carry on our consolidated balance sheet, a valuation allowance is to
be established. As of July 31 2008, we had approximately $0.6 million of
valuation allowance arising from the net operating losses in st