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Mail Stop 3561          May 24, 2010  Michael A. Norona Executive Vice President & Chief Financial Officer Advance Auto Parts, Inc. 5008 Airport Road Roanoke, Virginia  24012
Re: Advance Auto Parts, Inc.
 Form 10-K for the Fiscal Year Ended January 2, 2010  Filed March 2, 2010
Definitive Proxy Statement on Schedule 14A Filed April 9, 2010
  File No. 001-16797

Dear Mr. Norona:   We have reviewed your filings and ha ve the following comments.  You should
comply with the comments in all future filings, if applicable.  Please confirm in writing that you will do so and also explain to us in  sufficient detail how you intend to comply by
providing us with your proposed revisions.  If you disagree, we will consider your
explanation as to why our comments are inappl icable or a revision is  unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-K for the Fiscal Year Ended January 2, 2010

 Exhibit Index

1. We note that you have filed several agreem ents as material contracts under Item
601(b)(10) of Regulation S-K, however, it  does not appear that you have filed
complete copies of such agreements, including all exhibits, schedules and
attachments.  Specifically, it does not appe ar that you have filed complete copies
of your Credit Agreement dated as of Oc tober 5, 2006 or your Term Loan Credit

Michael A. Norona
Advance Auto Parts, Inc. May 24, 2010 Page 2
Agreement dated as of December 4, 2007.  With your next current or periodic
report, please file complete copies of  these agreements, including all exhibits,
appendixes, attachments and schedules to these agreements or advise why you are
not required to file these documents.  Also, please note that it appears that the
footnote (11) you reference with respect to the Credit Agreement dated as of
October 5, 2006 should be revised to refer to footnote (10).
 Definitive Proxy Statement on Schedule 14A

 Related Party Transactions, page 12

2. Please expand your disclosure to descri be your policies and procedures for
review, approval, or ratification of re lated party transactions.  We note your
discussion on page 12 that your direct ors and officers fill out an annual
questionnaire and are required to report related party transact ions, but you do not
describe how those questionnaires and/ or reports are reviewed, approved or
ratified or how you otherwise go about consid ering such transactions for approval.
Refer to Item 404(b) of Regulation S-K.
 Compensation Discussion and Analysis, page 16

 Annual Incentive Plan, page 19

3. We note your indication on page 19 that “our chief executive officer had an
incentive target of 200 percent of base salary and other named executive officers
had incentive targets of  75, 80 or 90 percent of base salary.”  Please revise to
disclose the specific incentive target assigned to each named executive officer.
4.  We note your statement on page 21 that “[ t]he Committee decided to exercise its
discretion to adjust the earned incenti ve awards downward from the maximum
200 percent of target…” and that the a nnual incentive plan payouts “ranged from
128 percent to 141 percent….”  Please e xpand to specifically describe how each
executive officer’s adjusted award was de termined.  We note your statement that
“[i]n determining actual bonuses, the Committee also took into account each
executive officer’s individual performa nce…” but this does not clarify the
specific individual performance factors c onsidered in adjust ing the amounts.
 Long-Term Incentive Compensation, page 21

5. In the second paragraph of this disc ussion, you state that EPA performance will
be assessed for the 2010 through 2012 fiscal  years relative to a defined peer group
but the following paragraph indicates that such performance will be assessed during fiscal 2009 through 2011.  These stat ements appear to conflict.  Please
revise or advise.  We may have fu rther comment assuming 2009 was the first
fiscal year that EPA pe rformance was assessed.

Michael A. Norona
Advance Auto Parts, Inc. May 24, 2010 Page 3   Alignment with Stockhol der Interests, page 25

6. We note your disclosure in response to Item 402(s) of Regulation S-K where you
indicate that none of your compensation programs “would be r easonably likely to
have a materially adverse effect on the Company.”  Please de scribe the process
you undertook to reach this conclusion.
 Summary Compensation Table, page 26

7. We note that the total comp ensation paid to each of your named executive officers
in 2009 significantly decreased from 2008 as a result of a signif icant reduction in
the grant date fair value of  the stock awards granted in  the respective years.  It
does not appear that you a ddress the factors behind this reduction in your long-
term incentive disclosure or otherwise.  Please provide us with revised disclosure
addressing this reduction.  Refer to It em 402(b)(2)(ix) of Regulation S-K.

* * *

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.   Please furnish a letter that keys your responses to our
comments and provides any requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings to be certain that  the filings include all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the adequacy  and accuracy of the disc losures 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 disclosure in
the filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

Michael A. Norona
Advance Auto Parts, Inc. May 24, 2010 Page 4
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
 Please contact Chris Chase, Staff Atto rney, at (202) 551-3485, Mara Ransom,
Legal Branch Chief, at (202) 551-3264 or me at (202) 551-3720 with any questions.

Sincerely,

H. Christopher Owings Assistant Director