SecProbe.io

June 24, 2010
 Theodore R. Sanders Chief Financial Officer U.S. Auto Parts Network, Inc. 17150 South Margay Avenue Carson, CA 90746
Re: U.S. Auto Parts Network, Inc.
 Item 4.01 Form 8-K
Filed June 23, 2010 File No. 1-33264

Dear Mr. Sanders:
 We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter within fi ve business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comment applies to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have additional comments.
Item 4.01 Form 8-K Filed June 23, 2010

 1. Please revise to state the date that you actua lly engaged Deloitte as your new independent
accountant.  Please refer to paragraph (a)(2) of Item 304 of  Regulation S-K.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Theodore R. Sanders U.S. Auto Parts Network, Inc. June 24, 2010 Page 2

 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the 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 federal securities laws of the United States.

You may contact Lisa Sellars at 202-551-3348 if you have questions.  In her absence you
may contact me at (202) 551-3344.
Sincerely,

William H. Thompson Accounting Branch Chief