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CORRESP
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VIA
EDGAR

March 24,
2009

Mr. H.
Christopher Owings

Securities and Exchange Commission

100
F Street NE

Washington, D.C. 20549

  Re:

  Correspondence from you dated March 10, 2009
  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 March 10,
2009 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.  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 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 income and diluted earnings per share in the sensitivity
analysis related to income 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.

In response to the Staff’s comments, the Company will not use non-GAAP
measurements when discussing the sensitivity of provisions for income taxes,
deferred taxes and the allowance for doubtful accounts in future filings.  The Company acknowledges that it must comply
with Item 10(e) of Regulation S-K when non-GAAP measurements are used in future
filings.

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 sales, we continue to believe that you should separately
state revenues from services and resale of acquired vehicles as well as related
costs and expenses in accordance with Rule 5-03(b). Otherwise, please
revise your disclosure in future filings to comply with Rule 5-03(b) of
Regulation S-X.

The Company supplementally informs the Staff that future filings will
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 dated February 5, 2009. It still appears to us
that you have identified more than one operating segment, but that you have
aggregated the segments into one reportable segment in accordance with
paragraph 17 of SFAS 131. Thus, it seems that you should disclose the factors
used to identify reportable segments and wh operating segments have been
aggregated. Please advise. Refer to paragraph 26.a. of SFAS 131.

The Company supplementally informs the Staff that it will discuss in
future filings the factors used to identify reportable segments and when
operating segments have been aggregated.

*     *     *
*     *

Copart further acknowledges that:

·                  Copart is responsible for the adequacy and
accuracy of the disclosure 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

·                  Copart may not assert Staff comments as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Please contact the undersigned at (707) 639-5000 with any questions
regarding the above.

  Sincerely,

  /s/ William E. Franklin

  William
  E. Franklin

  Senior
  Vice President and Chief Financial Officer