SecProbe.io

Mail Stop 3561

June 7, 2018

Neil Watanabe
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 for the Fiscal Year Ended December 30, 2017
Filed March 14, 2018
Form 10 -Q for the Quarterly Period Ended March 31, 2018
Filed May 9, 2018
File No. 1 -33264

Dear Mr. Watanabe :

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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respo nd.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 30, 2017

ITEM 9A. CONTROLS AND PROCEDURES

Management’s Report on Internal Control Over Financial Reporting, page 42

1. Please revise to provide a statement that the registered public accounting firm that
audited the financial statements included  in the annual report has issued an attestation
report on your internal control over financial reporting.  Refer to Item 308(a)(4) of
Regulation S -K.

Neil Watanabe
U.S. Auto Parts Network, Inc.
June 7, 2018
Page 2

 FINANCIAL STATEMENTS

Consolidated Statements of Operations and Comprehensive Operations, page F -4

2. Please tell us what consideration you gave to disclosing the amounts of income (loss) and
comprehensive income (loss) attributable to the parent and the noncontrolling interest and
the other disclosures required by ASC 810 -10-50-1A.

Notes to Consolidated  Financial Statements

Note 6 – Borrowings, page F -18

3. Reference is made to the first paragraph on page 21 where you disclose that the Credit
Agreement requires prior written consent from JPMorgan Chase Bank when you
determine to pay any dividends on or ma ke any distribution with respect to common
stock.  Please tell us what consideration you gave to providing the disclosures required by
Item 4 -08(e)(1) of Regulation S -X.

Form 10 -Q for the Quarterly Period Ended March 31, 2018

Part I. FINANCIAL INFORMATIO N

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Executive Summary, page 15

4. Reference is made to your disclosure of Adjusted EBITDA in the first paragraph.  Item
10(e)(1)(i)(A) of Regulation S -K requires th at when a registrant presents a non -GAAP
measure it must present the most directly comparable GAAP measure with equal or
greater prominence.  Please revise to disclose the comparable GAAP measure with equal
or greater prominence.  Refer also to Question 10 2.10 of the Non -GAAP Financial
Measures Compliance & Disclosure Interpretations.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Neil Watanabe
U.S. Auto Parts Network, Inc.
June 7, 2018
Page 3

 You may contact Adam Phippen, Staff Accountant,  at (202) 551 -3336 or me at (202)
551-3344 with any  questions.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
Office of Consumer Products