SecProbe.io

June 18, 2010

Via U.S. Mail and Fax (952) 715-5088

Michael A. Norona Executive Vice President & Chief Financial Officer Advance Auto Parts, Inc. 5008 Airport Road Roanoke, Virginia  24012
Re: Advance Auto Parts, Inc.
Definitive Proxy Statement on Schedule 14A Filed April 9, 2010
  File No. 001-16797

We have reviewed your response dated June  8, 2010 and have the following comments.
You should comply with these comments in all futu re filings, if applicab le.  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 propos ed revisions.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.
 Annual Report on Form 10-K for the period ending January 2, 2010
\
 Definitive Proxy Statement on Schedule 14A

 Related Party Transactions, page 12

1. Please expand your proposed disclosure in response to comment two of our May 24,
2010 letter to clarify what, if any, action is taken by the Chair when he or she is notified
by the general counsel’s office of a related party transaction or relationship that was
disclosed pursuant to your C ode of Ethics and Business Con duct.  Please also clarify
whether disclosures pursua nt to your Code of Ethi cs and Business Conduct are
affirmatively approved or ratifi ed, and if so, by whom.  In th is regard, we note the second
to last sentence of your proposed disclosure whic h states that with re spect to related party
transactions disclosed in the Annual Qu estionnaire, your Nominating and Corporate
Governance Committee will determine how this a ffects a director’s independence.  This

Michael A. Norona Advance Auto Parts, Inc. June 18, 2010 Page 2

disclosure, however, does not address the ultimate actions taken with respect to
disclosure under the Code of  Ethics and Business Conduct, as opposed to the Annual
Questionnaire, nor does it address the ultimate actions taken with respect to disclosure by
officers in any instance.
 Alignment with Stockhol der Interests, page 25

2. In response to comment six of our May 24, 2010 letter you describe the process you use
for establishing your compensation programs.  However, it does not appear that you have
disclosed the process that you undertook in reaching the conclusion that neither your
annual nor long-term incentive compensation plan s “would be reasonably likely to have a
materially adverse effect on the Company.”  Please advise.

Please contact Chris Chase, Staff Attorn ey, 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