SecProbe.io

Mail Stop 3561

January 19, 2007

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.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed January 10, 2007
File No. 333-138379

Dear Mr. McClane:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

Compensation Discussion and Analysis, page 75
1. In the discussion of incentive cash bonus es, you indicate that  they are awarded
based on an executive’s contribution to ach ieving business objectives.  You state
that the awards are based on a subjective evaluation of each executive’s
contribution towards achieving the business objectives, but it is unclear whether

Michael J. McClane
U.S. Auto Parts Network, Inc.
January 19, 2007 Page
2

the business objectives are based on obtain ing certain objective financial results
or whether that is a subjective determ ination.  If the business objectives are
quantified, please specify those business obj ectives.  See Item 402 (b)(2)(v) of
Regulation S-K.
2. Please clarify how you determine the amount  of each compensation element to
pay and your policies for allocating betw een long-term and currently paid out
compensation.  See Item 402(b)(1)(v) and 402(b)(2)(i) of Regulation S-K.  Also, please consider including a discussion of  any of the remaining factors in Item
402(b)(2) of Regulation S-K that are nece ssary to provide investors material
information to understand your compensati on policies and decisions regarding the
named executive officers.
3. If true, please clarify that the compen sation committee has not formalized any
procedures regarding grants of stock op tions.  Otherwise, please specify the
factors that will be considered in making stock option grants.

Note 14.  Subsequent Events (Unaudited), page F-35
4. We note the reverse stock split which occurred in January 2007 is unaudited; however, the earnings per share and share data disclosed in the balance sheet,
statements of income, statements of stockholders’ equity and Note 7 Net Income per Share appear to be covered by the acc ountants’ report.   Please advise us of
the basis for determining that the stock split for which retroactive restatement of
the financial statements was required s howing the significant changes to earnings
per share and share data was disclosure  not necessary to fairly present the
financial position and operating results on which the accountants’ were reporting.
Alternatively, please revise to indicate that the reverse stock split is covered by
the auditor’s report.  Reference is made to AU Section 530.

Exhibit 5.1
5. The legal opinion refers to the “Delaw are General Corporation Law.”  Please
have counsel confirm for us in writing th at the legality opinion concurs with our
understanding that the reference and limitation to the Delaware General
Corporation Law includes the statutory provisions and also all applicable
provisions of the Delaware Constitu tion and the reported judicial cases
interpreting those laws currently in effect.  Please file this confirmation as correspondence on the EDGAR system.

***

Michael J. McClane
U.S. Auto Parts Network, Inc.
January 19, 2007 Page
3

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
You may contact Brian McAllister, Accountant, at  (202) 551-3341 or Donna
DiSilvio, Senior Accountant, at (202 ) 551-3202, if you have questions regarding
comments on the financial statements and related matters.  Please contact Scott Anderegg, Staff Attorney, at (202) 551-3342, El lie Quarles, Special Counsel, at (202)
551-3238, or me at (2 02) 551-3720 with a ny other questions.

Sincerely,

H. Christopher Owings
Assistant Director

cc: Ellen S. Bancroft, Esq.
 FAX (949) 932-3601