SecProbe.io

May 27, 2011
 Via Email

Theodore Sanders Chief Financial Officer U.S. Auto Parts Network, Inc. 17150 South Margay Avenue Carson, California  90746
Re: U.S. Auto Parts Network, Inc.
Registration Statement on Form S-3 Filed May 2, 2011
  File No. 333-173856

Dear Mr. Sanders:

We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  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 by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. It appears that the Form 8-K/As you f iled on October 29, 2010 and February 1, 2011
were not timely and you are therefore not elig ible to file this registration statement on
Form S-3.  We note that your October 29, 2010 Form 8-K/A includes amendments to the financial statements that it appears should ha ve been included w ith the October 28, 2010
Form 8-K/A.  We further note that your Fe bruary 1, 2011 Form 8-K/A includes text that
should have been included with your July 1, 2010 Form 8-K/A.  Please either withdraw
this registration statement on Form S-3 and re -file on an appropriate form, or provide us
with your detailed analysis of why you believe  you are eligible to file on Form S-3.
 Incorporation of Certain Info rmation by Reference, page 9

2. Please incorporate by reference your Form 10- Q for the quarterly period ended April 2,
2011 filed on May 10, 2011.  In this regard, we  note that you did not include language

Theodore Sanders U.S. Auto Parts Network, Inc. May 27, 2011 Page 2

 incorporating all Exchange Act filings filed after the date of your initial registration
statement filing and prior to effectiveness.  For guidance, please refer to our Compliance and Disclosure Interpretations, Securities  Act Forms, Question 123.05 available on our
website at www.sec.gov.

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 incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Theodore Sanders U.S. Auto Parts Network, Inc. May 27, 2011 Page 3

 Please contact Chris Chase, Staff Attorne y, at (202) 551-3485 or me at (202) 551-3720
with any questions.

     S i n c e r e l y ,        /s/ Christopher F. Chase  for       H. Christopher Owings
Assistant Director
  cc: Matthew Browne  Cooley LLP  Via Email