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VIA
EDGAR

February 16,
2010

H.
Christopher Owings

Assistant
Director

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549-3561

Re:                             Rush
Enterprises, Inc.

Form 10-Q
for the Fiscal Quarter Ended September 30, 2009

Filed
November 9, 2009

File
No. 0-20797

Dear
Mr. Owings:

On
behalf of Rush Enterprises, Inc. (the “Company”), set forth below is the
Company’s response to the additional comment received from the Staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), by letter dated January 29,
2010, regarding the above referenced filing.
For your convenience, the text of the Staff’s comment is set forth below
in bold followed by the Company’s response.

Financial
Statements for the Period Ended September 30, 2009

Note
2.  Goodwill and Other Intangible Assets,
page 6

1.                                      We read
your response to comment 20 from our letter dated December 23, 2009.  We note that SFAS 142 says that the amount of
goodwill to be included in the carrying amount of the portion of the reporting
unit to be disposed of shall be based on the relative fair values of the
business to be disposed of and the portion of the reporting unit to be
retained.  However, it appears you have
used the relative gross profit of the business to be disposed of to determine
the amount of goodwill to include in the carrying amount.  Please explain to us why you believe that
relative gross profit is the same as or approximates relative fair value.  Refer to ASC 350-20-35-53.

According
to ASC 350-20-35-52/53, “When a portion of a reporting unit that constitutes a
business is to be disposed of, goodwill associated with that business shall be
included in the carrying amount of the business in determining the gain or loss
on disposal.  The amount of goodwill to
be included in that carrying amount shall be based on the relative fair values
of the business to be disposed of and the portion of the reporting unit that
will be retained.”  As stated in our
prior response, the Company believes that the GM medium-duty franchises meet
the definition of a business according to ASC 805-10-55-4.  The Company believed future cash flows would
be lost as a result of losing the GM franchises.   The gross profit generated by the GM
medium-duty truck franchises was

0.625
percent of the total gross profits generated by the reporting unit and
therefore was not material to the total gross profits of the reporting unit.

The
GM medium-duty truck franchises were integrated into our existing dealerships,
each of which also represents various other manufacturers, including Peterbilt,
Hino, Isuzu and UD.  None of the GM
medium-duty franchises was a stand-alone dealership facility selling only GM
medium-duty products.  As the GM
medium-duty franchises were not significant to the reporting unit, management
considered the most appropriate measure to determine relative fair value of the
reporting unit.  We note each dealership
location may contain multiple franchises, each contributing identifiable gross
profit.  Expenses of each dealership,
including wages, utilities, and rent, etc., are not allocable to a particular
franchise.  Dealerships are typically
valued based on multiples of earnings.
The Company believes that a multiple of gross profits generated by a
franchise should be used to approximate the fair value of that franchise.
Accordingly, the Company calculated the goodwill impairment by estimating the
anticipated gross profit that will be lost upon the termination of the GM
medium-duty franchises.  The estimated
gross profit loss was calculated as a percentage of total gross profit for the
reporting unit.  That percentage was
applied to the goodwill associated with the reporting unit to calculate the
goodwill impairment.

This concludes our responses to the Staff’s comments.  In responding to the Staff’s comments, the
Company acknowledges that:

(1)                                 The Company is
responsible for the adequacy and accuracy of the disclosure in the filings;

(2)                                 Staff comments
or changes to disclosure in response to Staff comments do not foreclose the
Commission from taking action with respect to the filings; and

(3)                                 The Company 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.

If you have any further questions, please do not hesitate to call me at
(830) 626-5200 or Derrek Weaver, Chief Compliance Officer and Vice President of
Legal Affairs, at (830) 626-5929.

Sincerely,

  /s/
  W.M. “Rusty” Rush

  W.M.
  “Rusty” Rush

  President
  and Chief Executive Officer