SecProbe.io

Mail Stop 3561

November 27, 2006

Michael J. McClane, Chief Financial Officer
U.S. Auto Parts Network, Inc.
17150 South Margay Avenue
Carson, CA  90746

Re: U.S. Auto Parts Network, Inc.
Registration Statement on Form S-1
Filed November 2, 2006
File No. 333-138379

Dear Mr. McClane:

We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessary  in your explanation.  In some of our comments, we may ask you
to provide us with information so we may bette r understand your disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.

Michael J. McClane
U.S. Auto Parts Network, Inc.
November 27, 2006 Page 2
General
1. We note a number of blank spaces throughout yo ur registration statement for information
that you are not entitled to omit under Rule 430A, such as the anticipated price range.
Please note that we may have additional comm ents once you have provided this disclosure.
Therefore, please allow us sufficient time to review your complete disclosure prior to any distribution of preliminary prospectuses.
2. Please provide us with any gatefold information such as pictures, gra phics or artwork that
will be used in the prospectus.
3. Please file all required exhibits, such as the underwriting agreemen t and the legal opinion,
in a timely manner so that we may have time to review them before you request that your
registration statement become effective.

Front Cover of Prospectus
4. We note that you have listed four underwriters on the cover page.  Pleas e revise to identify
only the lead or managing underwriters.  Refer to Item 501(b)(8)(i) of Regulation S-K.

Table of Contents
5. Please move the second through fourth paragraphs below the table of contents to another part of the prospectus.  The forepart of the prospectus should be lim ited to the cover page,
table of contents, summary, a nd the risk factor section.
6. In the second paragraph below the table of c ontents, the second sentence, you state “that the
accuracy and completeness of the information are not guaranteed” and in the last sentence
of the paragraph, you state that you “have not independently verified the information.”
Under the federal securities laws, the company is responsible for all information contained
within its registration statement and should not include language that suggests otherwise.
Please delete these statements.

Prospectus Summary, page 1
7. We note your statement that the prospectus su mmary is not complete and might not contain
all the information that an i nvestor should consider.  Howe ver, the prospectus summary
should highlight all material information for an  investor.  Please re vise your disclosure
language accordingly.
8. As currently drafted, the summa ry section is too long.  Also, much of the summary as
currently drafted simply repeats disclosure  in your business di scussion.  The summary
should provide a brief, non-repetitive, non-generi c discussion of the most material aspects
of you and your offering.  Please reduce the amount  of detail by carefully considering and

Michael J. McClane
U.S. Auto Parts Network, Inc.
November 27, 2006 Page 3
identifying those aspects of the offering that  are the most significant and determine how
best to highlight those points in clear, plain language.  For example, consider deleting the
subsections entitled “Our Solution” on page 2 and “Our Growth Strategy” on page 3.  This
disclosure is too detailed for the summary and is more appropriate for your business
discussion.  To further balan ce your summary, you should provide  disclosure of net sales
and other financial metrics for th e prior year and prior period.
9. We note your references to studies publis hed by the Automotive Aftermarket Industry
Association and Forrester Research.  Please provide copies of these studies to us,
appropriately marked and da ted.  Confirm for us in your  response letter that these
documents are publicly available.  To the ex tent that any of these reports have been
prepared specifically for you, please f ile consents from any third party.

Summary Consolidated Fi nancial Data, page 7
10. With a view towards transparency of the unaudited pro forma adjustments please cross
reference footnote one of the pro forma combin ed statement of operations.  We refer you to
page 36.  See Item 301(b)(2) of Regulation S-K.
Risk Factors, page 9
11. In general, descriptions of risks that descri be circumstances that could apply equally to
other businesses that are similarly situated are generic risks that should not be included in
your risk factor section.  Please either eliminate these generic risks, or revise them to state
specific material risks to your company or to the purchasers in this offering.  For example,
we note that the following risk factors appear to contain ge neric disclosures:
• If our fulfillment operations  are interrupted for any significant period…, page 14
• Future acquisitions could disrupt our business…, 16

Please note these are examples only.  Review your  entire risk factor section and revise as
necessary.

We are dependent upon relationships w ith suppliers in Taiwan…, page 10
12. We note the use of language that mitigates the risk discussed in this risk factor.  Please
remove the mitigating language from all of your factor factors.

Challenges by OEMs to the validity of  aftermarket auto parts…, page 15
13. Please quantify the percentage of parts that may be affected by the Ford Global Technologies, LLC litigation.

Michael J. McClane
U.S. Auto Parts Network, Inc.
November 27, 2006 Page 4
Future acquisitions could disrupt our business…, page 16
14. Please revise to discuss any past difficulties th at you have had integrating prior acquisitions.

The United States government may substant ially increase border controls…, page 21
15. Please quantify the percentage of your product sales attributable to Kool-Vue mirrors.

Our charter documents could de ter a takeover effort…, page 25
16. Please describe briefly the provisions in your charter that could deter a takeover effort.

Capitalization, page 29
17. Capitalization generally includes long-term debt, stock and retain ed earnings.  Please revise
to delete cash and cash equivalents from your ta bular presentation or revise to explain the
basis for presentation. We refer you to page 36.

Unaudited Pro Forma Combined Statement of Operations, page 36
18. Please disclose the impact excluding TBP Real  Estate LLC from Partsbin has on both the
financial position and results of operations.  Alternatively, please disc lose that TBP Real
Estate LLC was insignificant to Partsbin.
 Management’s Discussion and Analysis of  Financial Condition and Results…, page 39
19. You state that you are “a  leading online provide r of aftermarket auto parts, including body
parts, performance parts and accessories.”  However, you have not indicated whether the
source of this information is based upon ma nagement’s belief, industry data, reports,
articles, or any other source.  If this stat ement, or any other statement throughout your
document, is based upon management’s belief, pl ease indicate that this is the case and
include an explanation for the basis of that be lief.  If the information is based upon reports
or articles, please provide these document s to us, appropriately marked and dated.
20. Please expand this section to discuss known material trends a nd uncertainties that will have,
or are reasonably likely to ha ve, a material impact on your revenues or income or result in
your liquidity decreasing or in creasing in any material way.  For example, we note that you
have experienced declining margins.  Discuss whether you expect that trend to continue.
Please provide additional analysis concerning the quality and variab ility of your earnings
and cash flows so that investors can ascertain the likelihood of the extent past performance
is indicative of future performance.  Please disc uss whether you expect levels to remain at
this level or to increase or decrease.  Also, you should consider discussing the impact of any
changes on your earnings.  Further, please discuss in reasonable detail:

Michael J. McClane
U.S. Auto Parts Network, Inc.
November 27, 2006 Page 5
• economic or industry-wide factors relevant to your company, and

• material opportunities, challe nges, and risks in the short and long term and the actions
you are taking to address them.

      See Item 303 of Regulation S-K and SEC Release No. 33-8350.

Nine Months Ended September 30, 2005 Compared  to Nine Months Ended September 30, 2006,
page 45
21. Please disclose whether the statistics for e- commerce orders include  orders coming from
affiliated websites, telephony or any channels other than your websites, as applicable.  If so, please include a statistical discussion of th ese other channels, to the extent they are
materially significant, for the comparative periods presented.  Alternatively disclose the other methods are presently insignificant or th at there are no other me thods presently being
used to receive orders , as applicable.
22. Assuming that the discussion of the online marketplace, e-commerce and wholesale channels is materially important to an unde rstanding of your business, please include a
discussion that explains the nature of and the di stinctions between these channels or lines of
business.  Also please include monetary results and the changes in percentage terms for all three channels in each comparative period.  For example, on page 45 you disclose net sales
for the online business in creased 119.8% and disclose no mone tary results or ratios for e-
commerce and wholesale channels.  Furt her, on page 48 you disclose the online
marketplace generated $10.3 million in net sa les; e-commerce generated $34.9 million and
are silent with respect to the wholesale cha nnel.  Please expand your discussion of net sales
to take into account all of the meaningful changes in your business for the comparative
periods.

Marketing Expense, page 46
23. Please tell us if sales commissi ons are being paid to employees, customers, resellers or
some other parties, as applicable.  Tell us how commissions are earned.  For example, tell us if commissions are paid on the basis of  a single purchase, a cumulative level of
purchases, by remaining a customer for a prescr ibed period, or otherwis e.  Tell us if it is
paid strictly in cash or anot her form of consideration and whether you receive any other
identifiable benefits from these purchasers that  you also receive from them when a sale does
not take place.  In your response please te ll us the amount of commissions included in
marketing expense for the annual and interim periods presented.

Michael J. McClane
U.S. Auto Parts Network, Inc.
November 27, 2006 Page 6
Contractual Obligations, page 55
24. Please revise your filing to address any significa nt changes in obligations during the interim
period and that you expect to occur, assuming completion of the offering, in a narrative
following the table.   See Instructions to Paragraph (b) of Item 303 of Regulation S-K.

Change in Accountants, page 56
25. Please revise your disclosure to state whethe r the former independent accountants resigned,
declined to stand for re-election or were di smissed.  See Item 304(a )(1)(i) of Regulation S-
K.

Internal Controls Over Financial Reporting, page 57
26. We note in your risk factors that your audi tors have identified certain significant
deficiencies in your internal control over  financial reporting.  Please disclose the
deficiencies and your efforts to correct these deficiencies.

Our Proprietary Catalog, page 64
27. We note your discussion of your proprietary product database.  If applicable, please expand your discussion to include any intellect ual property protection for your database.
In this regard, please discuss the importan ce and duration of all material patents,
trademarks and licenses held.  See It em 101(c)(1)(iv) of Regulation S-K.

Suppliers, page 65
28. Please revise your disclosure to discuss the ma terial terms of any material contracts with
your principal suppliers or manu facturers.  If you do not have  written contracts with your
major suppliers please disclose that fact here.  Also, if written, please file the material contracts as exhibits.  Please refer to  Item 601(b)(10) of Regulation S-K.

International Operations, page 66

29. We note that you have operations in the Ph ilippines and India and that you rely on
manufacturers in Taiwan and China.  Please de scribe any material governmental regulations
or restrictions that affect your business.  Also describe the impact of foreign currency
exchange fluctuations on your business.

Management, page 70
30. Describe briefly any arrangement pursuant to  which the directors have been named as
directors.  See Item 401(a) of Regulation S-K.

Michael J. McClane
U.S. Auto Parts Network, Inc.
November 27, 2006 Page 7
Related Party Transactions, page 77
31. Disclose whether the transactions and agreemen ts with related parties were comparable to
terms you could have obtained from unaffiliated third parties.  Also, if  written, please file
all related party contracts as exhibits or confirm to us th at they all have been filed.

Principal Stockholders, page 80
32. Please revise to provide the information in th e beneficial ownership table as of the most
recent practicable date, as required by Item 403 of Regulation S-K.
33. Please disclose the person that has the voting or  investment control over the shares held by
Oak Investment Partners XI, L.P.  Please see I.60 of the Division of Corporation Finance’s Manual of Telephone Interpretations Manual (July 1997) and 4S of the Regulation S-K
section of March 1999 supplement to the manual.
Description of Capital Stock, page 82
34. You state that any shares of common stock th at are offered under the prospectus will be
fully paid and non-assessable.  This is a legal conclusion that only the registrant’s counsel may make.  Please revise to clarify, if true, th at this is counsel’s conclusion.  You should
also identify counsel and refer readers to the legality opinion.

Index to Consolidated Combined Financial Statements, page F-1

U.S. Auto Parts Network, Inc. and Subsidiaries

Consolidated Balance Sheets, page F-4
35. Please tell us why you determined the convertible preferred stock is classified as permanent equity.  In your response pleas e include your consideration th at the preferred stock will
convert into common stock at  the initial public offering and the impact of demand
registration rights of preferred shareholders.  Please descri be the available settlement
alternatives, the party that c ontrols the alternatives and pe nalties in the event you are not
able to deliver registered common shares.   Please include the applicable accounting literature to support your conclusion.
36. Please tell us what consideration you gave to  classifying the non-current portion of notes
payable as current liabilities.  We note you disclo se that debt holders re quire the notes to be
paid with the proceeds from this initial public  offering which may reasonably occur within
one year of the balance sheet date.  Please advise  or revise your balanc e sheet, as applicable.
See EITF D-61.

Michael J. McClane
U.S. Auto Parts Network, Inc.
Novembe