SecProbe.io

December 27, 2012

Via E -mail
David Robson
Chief Financial Officer
U.S. Auto Parts Network, Inc.
16941 Keegan Avenue
Carson, CA 90746

Re: U.S. Auto Parts Network, Inc.
 Form 10-K
Filed  March 26 , 2012
File No. 1 -33264

Dear Mr. Robson :

We have reviewed your filing an d have the following 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 within ten business days by amending your filing, 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 circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

We urge all  persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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.

Form 10 -K

Management’s Discussion and Analysis of Financial Condition and Results of Ope rations, page
22
1. Please expand this section to discuss known material trends and uncertainties that will
have, or are reasonably likely to have, a material impact on your revenues or income or
result in your liquidity decreasing or increasing in any materi al way.   We note your

David Robson
U.S. Auto Parts Network, Inc.
December 27, 2012
Page 2

 statement that you had a net loss for fiscal 2011 of $15.1 million and a net loss in 2010 of
$13.9 million. Discuss whether you expect this trend to continue.   In this regard we note
that you monitor several key business metrics.   Describe what trends, if any, management
sees in your metrics.   Please also provide additional analysis concerning the quality and
variability of your earnings and cash flows so that investors can ascertain the likelihood
of the extent past performance is ind icative of future performance.   Please discuss
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:

 Economic or industry -wide factors relevant to your company, and
 Material opportunities, challenges, and
 Risk in 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.

Notes to Consolidated Financial Statements, F -8

Note 5 – Business Combination, F -20

2. Please explain to us the facts and circumstances surrounding your discovery that
“…certain accounts receivable were erroneously overstated by $1.5 million….”   Please
ensure your narrative describes why it was an error, the actual date it was discovered,  the
circumstances by which it was discovered and reason(s) it was not discovered within a
period less than a year ; especially given the short -term nature of accounts receivable.   We
may have further comment.

Definitive Proxy Statement on Schedule 14A

Long -Term Equity Compensation, page 15

3. In a comment letter dated June 25, 2010, comment 18, we requested that in future filings
that you describe the performance thresholds under your long -term equity compensation
plan for your Chief Executive Officer and Chi ef Financial Officer in order for their
options to vest.   In letters dated July 21, and August 16, 2010 you confirmed that in your
future filings you would provide this disclosure.   We note that you have not provided a
description of the performance thresh olds applicable to the former Chief Financial
Officer.   Please revise or advise.   In this regard, please also provide the operational
performance goals for Mr. Fischer in order to for his options to vest.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

David Robson
U.S. Auto Parts Network, Inc.
December 27, 2012
Page 3

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from tak ing 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.

Please contact Adam Phippen , Staff Accountant , at (202) 551 -3336  or James Allegretto ,
Senior Assistant Chie f Accountant, at (202) 551 -3849 if you have any questions regarding
comments on the financial statements and related matters.   Please contact Scott Anderegg, Staff
Attorney , at (202) 551 -3342, or Lilyanna Peyser , Staff Attorney, at (202) 551 -3222  with any
other questions.

Sincerely,

 /s/ Jim Allegretto

  James Allegretto
Senior Assistant Chief Accountant