SecProbe.io

April 18, 2005

Via US Mail and Facsimile

Scott A. Deininger
Senior Vice President of Finance and Administration
American Tire Distributors, Inc.
12200 Herbert Wayne Court, Suite 150
Huntersville, North Carolina 28078

Re: American Tire Distributors, Inc.
 Form 10-K for the year ended January 1, 2005
 Commission File Number:  333-61713

Dear Mr. Deininger:

We have reviewed the above referenced filing and have the following comments.  We have
limited our review to the financial statements and related disclosures included within these
documents.  Understand that the purpose of our  review process is to assist you in your
compliance with the applicable disclosure requirem ents and to enhance the overall disclosure in
your filings.

Where expanded or revised disc losure is requested, you may co mply with these comments in
future filings.  If you disagree, we will consid er your explanation as to why our comments are
inapplicable or a revision is unnecessary.  In so me of our comments, we may ask you to provide
us with supplemental information so we may better understand your disclosure.  Please be as
detailed as necessary in your explanation.

We look forward to working with you in these respects and welcome any questions you may
have about any aspects of our review.

* * * * * * * * * * * * * * * * * * * * * * *

Item 1. Business, Marketing and Customer Service

Heafnet Rewards, page 9
1. We note that you offer a rewards program wher eby dealers earn reward points each time an
order is placed online, and that these points can be redeemed for airline tickets, gifts,

American Tire Distribu tors, Inc.
April 18, 2005
Page 2

vacation packages, and other rewards dependi ng on the point value of  the prize chosen.
Supplementally explain to us how you have record ed the value of these points.  Include in
your response the accounting guidance relied on in forming your conclusion as well as the total number and value of points earned in each of the three years in the period ended January
1, 2005.   We may have further comments on review of your response.

2. As a related matter, we note that you receiv e rebates from your vendors under a number of
different programs, including volume based programs and cooperative advertising and
marketing programs.  For each significant program category, please briefly describe the significant contractual terms and conditions of the programs and provide us with a
supplemental schedule of activity in your estimat ed rebate balance for each period for which
an income statement has been presented.  Supplementally explain the reasons for any
significant or unusual increases or  decreases in your estimates, if applicable.  As a related
matter, we assume that EITF Issue 3-10 does not apply to any of these arrangements.  If our
assumption is not correct, please advise supplementally.

Item 6. Selected Financial Data

(6) EBITDA, page 18
3. It appears from the disclosure in footnote (6 ) on page 18 that you have presented EBITDA as
both a performance and a liquidity measure.  Pl ease revise your disclosu re to give only the
primary reason for the presentation of EBITDA.  Please also ensure that you have reconciled
EBITDA to the most comparable GAAP measure; that is, if you feel your primary reason for
disclosure of EBITDA is as an indicator of your  ability to generate cash flow and to service
or incur indebtedness, EBITDA s hould be reconciled to operating cash flow s.  Refer to the
guidance in FR 65.  Similar revisions should be made throughout your filing.

4. Supplementally explain to us why you feel the gain on repurchase of the Series D Senior Notes should be included as a reconciling item in your net income to EBITDA reconciliation.

Item 7. Management’s Discussion and Analysis

Liquidity and Capital Resources

Repurchase of Senior Notes, page 26
5. Supplementally explain to us the facts and circumstances surrounding the repurchase of the Series D Senior Notes for 53.5% of their face value.  What were the business reasons for
your offer and why do you believe sele cted holders chose to accept it?

American Tire Distribu tors, Inc.
April 18, 2005
Page 3

Consolidated Statements of Cash Flows, page 35

6. Please revise your presentation of  financing activitie s to include gross proceeds and gross
payments on long term debt obligations separate ly.  Refer to the guidance in paragraphs 18-
20 of SFAS 95.

Note 1. Nature of Business and Significant Accounting Policies

Nature of Business, page 36
7. We note from your disclosure in Note 1 that you are a wholesaler of tires, custom wheels and
accessories, and related service equipment, and that you serve a number of geographic
regions.  We also note that you operate as one business segmen t.  Supplementally explain to
us how you have defined your operating segm ents, and why these meet the criteria for
aggregation into one reporting segment if applic able.  Refer to the gui dance in paragraphs 10
and 17 of SFAS 131.

Goodwill and Other Intangible Assets, page 38
8. We note from your disclosure on page 38 th at your intangible asse ts are amortized on a
straight line basis using useful  lives ranging from 2-15 years.  Please revise your disclosure
to indicate the useful lives of  each category.  Also, supplementally justify the useful lives
assigned to each category of intangible asse t.  We may have further comment on your
response.

Note 5.  Long-Term Debt and Othe r Financing Arrangements, page 45

9. Supplementally and in future filings, please describe the terms of the sale-leaseback
transaction, including th e future obligations or circumstan ces that require or result in your
continuing involvement.  We assu me that no significant gain or  loss resulted from the initial
sales transaction.  If our understa nding is not correct, please tell us how any such gain or loss
is being reported and recognized.

Note 6. Employee Benefits, Stock Option Plan, page 49

10. We note that 449,200 options exer cisable at $8.65 were forfe ited during the year ended
December 27 2003, and 318,226 option were issued at an exercise price of $4.25 during the
year ended January 1, 2005.  Supplementally e xplain the relationship between the options
forfeited and the options gran ted cited above.  Include in your response the number of
options issued to individuals who also forfeited duri ng 2003 and the timeline of the
forfeit/grant cycle.

American Tire Distribu tors, Inc.
April 18, 2005
Page 4

Note 7. Commitments and Contingencies, page 50

11. Supplementally explain to us how you have cons idered the Tire Supply Agreement discussed
here and in Note 11 in your table of contract ual obligations.  Include in your response any
minimum/maximum unit or dollar requirements.

Note 15. Subsequent Events, page 55

We note your narrative discussion of the merger on page 3.  The aggregate purchase price is to
be $710 million, less the amount of your net debt at January 1, 2005, certain dividends payable to
holders of preferred stock, your tr ansaction expenses, and certain payments to management.  To
the extent practicable, please tell us the estima ted dollar amount of each of these reductions.
Describe the nature and purpose of the “payment s to management.”  Fi nally, please tell us
whether any compensation expens e will be recorded in conne ction with the exercise of
outstanding options and warrants in anticipation of the merger  and/or as a result of your
acquisition of restricted shares and unexercised options and warra nts prior to the effective time
of the merger.  If none, please support your conclusion.

* * * * * * * * * * * * * * * * * * * * * * *

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the
filings reviewed by the staff to be certain that they have provided a ll information investors
require.  Since the company and its management are in possession of all facts relating to a
company’s disclosure, they are responsible for th e accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comments, please provide, in writing, a statement from the
company acknowledging that

‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filings;
‚ staff comments or changes to disclosure in  response to staff comments in the filings
reviewed by the staff do not foreclose th e 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 advised that the Division of Enforcement ha s access to all information you
provide to the staff of the Divi sion of Corporation Finance in our review of your filing or in
response to our comments on your filing.

Please file your response to our comments via E DGAR within ten business days from the date of
this letter.  Please understand th at we may have additional comments after reviewing your

American Tire Distribu tors, Inc.
April 18, 2005
Page 5

response.  You may contact Amy Geddes at 202-942-2885 or Margery Re ich at 202-942-1839 if
you have questions or me at 202- 942-1995 with any concerns as I supervised the review of your
filing.

        S i n c e r e l y ,

        David R. Humphrey
        B r a n c h  C h i e f