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SEC Response Letter

 16941 Keegan Ave., Carson CA 90746

 Phone & Fax (310) 735-0085

 Mr. James Allegretto, Senior Assistant Chief Accountant

 Mr. Scott Anderegg, Staff Attorney

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street
N.E.

 Washington, D.C. 20549-3561

February 22, 2013

Re:
U.S. Auto Parts Network, Inc.

Form 10-K

Filed March 26, 2012

Definitive Proxy Statement on Schedule 14A

Filed April 2, 2012

File No. 1-33264

 Dear Messrs.
Allegretto and Anderegg:

 This letter is being transmitted by U.S. Auto Parts Network, Inc. (the
“Company”) in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”), by letter dated February 11, 2013 (the
“Comment Letter”), with respect to the Company’s (i) Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and (ii) Definitive Proxy Statement on Schedule 14A filed on April 2, 2012.
The text of the Staff’s comments has been included in this letter in bold for your convenience, and we have numbered the paragraphs below to correspond to the numbering of the Comment Letter.

Form 10-K

 Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 22

 1.We note your response to comment 1 in our
letter dated December 27, 2012. We reissue our prior comment. Please provide us with your proposed disclosure responsive to our comment with sufficient detail that we can understand the general format and tenor of your disclosure.

 Response: The Company has set forth below a draft of the various disclosures that the
Company believes are responsive to the Staff’s comment, which the Company will include in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the Company’s Annual Report on Form 10-K
for the fiscal year ended December 29, 2012. The disclosures below are in a draft form and amounts disclosed are subject to change, but will substantially reflect what will be included in Item 7, Management’s Discussion and Analysis
of Financial Condition and Results of Operations, of the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2012. Furthermore, the Company respectfully informs the Staff that the draft disclosures provided below
are only the portions of the Management’s Discussion and Analysis of Financial Condition and Results of Operations that the Company believes are responsive to the Staff’s comment, and that the Management’s Discussion and Analysis of
Financial Condition and Results of Operations to be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 29, 2012 will include all the disclosures required by Item 7 of the Annual Report on Form
10-K, not just those provided below.

 “Overview

 We are one of the largest online providers of aftermarket auto parts, including body parts, engine parts, and performance parts and accessories. Our user-friendly websites provide customers with a broad
selection of SKUs, with detailed product descriptions and photographs. Our proprietary product database maps our SKUs to product applications based on vehicle makes, models and years. We principally sell our products to individual
consumers through our network of websites and online marketplaces. Our flagship websites are located at www.autopartswarehouse.com, www.partstrain.com, www.jcwhitney.com, www.stylintrucks.com, www.AutoMD.com
and our corporate website is located at www.usautoparts.net. We believe our strategy of disintermediating the traditional auto parts supply chain and selling products directly to customers over the Internet allows us to more
efficiently deliver products to our customers while generating higher margins.

 Our History. We were formed in Delaware in 1995 as a
distributor of aftermarket auto parts and launched our first website in 2000. We rapidly expanded our online operations, increasing the number of SKUs sold through our e-commerce network, adding additional websites, improving our Internet marketing
proficiency and commencing sales in online marketplaces. Additionally, in August 2010, through our acquisition of WAG, we expanded our product-lines and increased our customer reach in the DIY automobile and off-road accessories market. As a result,
our business has grown since 2000, generating net sales of $304.0 million for fiscal year ended December 29, 2012.

 2

 International Operations. In April 2007, we established offshore operations in the Philippines. Our
offshore operations allow us to access a workforce with the necessary technical skills at a significantly lower cost than comparably experienced U.S.-based professionals. Our offshore operations are responsible for a majority of our website
development, catalog management, and back office support. Our offshore operations also house our main call center. We had 945 employees in the Philippines as of December 29, 2012. In January 2013, we laid off 163 employees in the Philippines
which reduced our workforce to 782 in the Philippines (for additional details, refer to “Note 16-Subsequent Events” of the Notes to Consolidated Financial Statements, included in Part IV, Item 15 of this report). In
addition to our operations in the Philippines, we have a Canadian subsidiary to facilitate sales of our products in Canada; the subsidiary has no distribution center or employees. We also ship parts directly to Canada and through a freight
forwarding partner throughout the world. In 2012, we shipped auto parts to over 160 different countries. We believe that the cost advantages of our offshore operations provide us with the ability to grow our business in a cost-effective manner, and
we expect to continue to add infrastructure to our offshore operations.

 Acquisitions. From time to time, we may acquire certain
businesses, websites, domain names, or other assets. In 2009, we completed the acquisition of the assets of a small website and the related domain names which further expanded and enhanced our product offering and our ability to reach more
customers. In the first quarter of 2010, we completed two additional website and domain name asset acquisitions, which increased our net sales and internet traffic. In August 2010, Go Fido, Inc., a wholly-owned subsidiary of ours, completed the
purchase of all of the outstanding capital stock of Automotive Specialty Accessories and Parts, Inc. and its wholly-owned subsidiary Whitney Automotive Group, Inc. (referred to herein as “WAG”). WAG’s Midwest facility expanded our
distribution network and the merchandise WAG offers extended our go-to market product-lines into all terrain vehicles, recreational vehicles and motorcycles, as well as provides us with deep product knowledge into niche segments like Jeep,
Volkswagen and trucks. This expansion of our product line increased our customer reach in the DIY automobile and off-road accessories market. Related to the WAG acquisition, the Company has incurred acquisition and integration related costs of $7.4
million and $3.1 million for the fiscal year 2011 and 2010, respectively. No significant integration costs were incurred subsequent to December 31, 2011. For additional information, see “Note 5 – Business Combination” of
the Notes to Consolidated Financial Statements, included in Part IV, Item 15 of this report. We may pursue additional acquisition opportunities in the future to increase our share of the aftermarket auto parts market or expand our product
offerings.

 3

 To understand revenue generation through our network of e-commerce websites, we monitor several key business
metrics, including the following:

Fifty-Two Weeks Ended

December 29,
2012

December 31,
2011

January 1,
2011 2

 Unique Visitors (millions) 1

153.9

165.6

114.2

 Total Number of Orders (thousands)

2,427

2,717

1,788

 Average Order Value

$
114.3

$
121.8

$
116.6

 Revenue Capture

83.9
%

81.7
%

83.2
%

1
Visitors do not include traffic from media properties (e.g. AutoMD).

2
Fiscal year 2010 excluded metrics from WAG (acquired in August 2010).

 Unique Visitors: A unique visitor to a particular website represents a user with a distinct IP address that visits that particular website. We define the total number of unique visitors in a given
month as the sum of unique visitors to each of our websites during that month. We measure unique visitors to understand the volume of traffic to our websites and to track the effectiveness of our online marketing efforts. The number of unique
visitors has historically varied based on a number of factors, including our marketing activities and seasonality. We believe an increase in unique visitors to our websites will result in an increase in the number of orders. We seek to increase the
number of unique visitors to our websites by attracting repeat customers and improving search engine marketing and other internet marketing activities. During fiscal year 2012, our unique visitors decreased by 7.1%. We expect declines in our unique
visitors to continue in the next twelve months as we address the challenges we are experiencing from changes search engines have made to the formulas, or algorithms, that they use to optimize their search results, as described in further detail
under “—Executive Summary” below.

 Total Number of Orders: We monitor the total number of orders as an indicator of
future revenue trends. During fiscal year 2012, total number of orders was down by 10.6% due to the decrease in unique visitors combined with overall increased competition. We expect the downward trend in the total number of orders to continue over
the next twelve months due to continued declines in unique visitors and increased competition. We recognize revenue associated with an order when the products have been delivered, consistent with our revenue recognition policy.

 4

 Average Order Value: Average order value represents our net sales on a placed orders basis for a
given period of time divided by the total number of orders recorded during the same period of time. During fiscal year 2012, our average order value decreased by 6.2%. We expect this trend to continue in the next twelve months primarily due to
increased competition, as described in further detail under “—Executive Summary” below. We seek to increase the average order value as a means of increasing net sales. Average order values vary depending upon a number of factors,
including the components of our product offering, the order volume in certain online sales channels, macro-economic conditions, and the competition online.

 Revenue Capture: Revenue capture is the amount of actual dollars retained after taking into consideration returns, credit card declines and product fulfillment. During fiscal year 2012, our revenue
capture increased by 2.2% to 83.9% compared to 81.7% in fiscal year 2011. We expect our revenue capture level to stay the same in the next twelve months as we continue to improve our customers’ purchase experience.

Executive Summary

 For fiscal year 2012,
the Company generated net sales of $304.0 million, compared with $327.1 million for fiscal year 2011, representing a decrease of 7.0%. Net loss for fiscal year 2012 was $xx million, or $xx per share. This compares to a net loss of $15.1 million, or
$0.50 per share for fiscal year 2011. We generated Adjusted EBITDA (EBITDA plus current year’s share-based compensation expense, loss on debt extinguishment, impairment loss on goodwill and restructuring costs) of $xx million in fiscal year
2012 compared to $16.3 million in fiscal year 2011. Adjusted EBITDA is presented because such measure is used by rating agencies, securities analysts, investors and other parties in evaluating the Company. It should not be considered, however,
as an alternative to operating income, as an indicator of the Company’s operating performance, or as an alternative cash flows, as measures of the Company’s overall liquidity, as presented in the Company’s consolidated financial
statements. Further, the Adjusted EBITDA measure shown for the Company may not be comparable to similarly titled measures used by other companies. Refer to the table presented below for reconciliation of net loss to Adjusted EBITDA.

Total revenues decreased compared to the same period in 2011 due to our decreased online sales. Our online sales, which include our e-commerce, online
marketplace sales channels and online advertising, contributed 91.8% of total revenues, and our offline sales, which consist of our Kool-Vue™ and wholesale operations, contributed 8.2% of total revenues. Our online sales decreased by $28.8
million, or 9.3%, to $279.1 million compared to $307.9 million in fiscal year 2011. Our offline sales performed well throughout the year.

 5

Like most e-commerce retailers, our success depends on our ability to attract online consumers to our websites and convert them into customers in a cost-effective manner. Historically, marketing
through search engines provided the most efficient opportunity to reach millions of on-line auto part buyers. We are included in search results through paid search listings, where we purchase specific search terms that will result in the inclusion
of our listing, and algorithmic searches that depend upon the searchable content on our websites. In fiscal year 2012, we decreased the amount we spent on paid search listings, as we have determined that it does not generate a sufficient amount of
revenues to justify the expense. Algorithmic listings cannot be purchased and instead are determined and displayed solely by a set of formulas utilized by the search engine. We have had a history of success with our search engine marketing
techniques, which gave our different websites preferred positions in search results. But search engines, like Google, revise their algorithms from time to time in an attempt to optimize their search results. Since 2011, Google has released changes
to Google’s search results ranking algorithm aimed to lower the rank of certain sites and return other sites near the top of the search results based upon the quality of the particular site as determined by Google. Google made additional
updates throughout fiscal year 2012. We were negatively impacted by the changes in methodology for how Google displayed or selected our different websites for customer search results. This reduced our unique visitor count which adversely affected
our financial results for fiscal year 2012. Our unique visitor count decreased by 11.7 million, or 7.1%, for fiscal year 2012 to 153.9 million unique visitors compared to 165.6 million unique visitors in fiscal year 2011. We believe
we were affected by these search engine algorithm changes due to the use of our product catalog across multiple websites. To address this issue we are consolidating to a significantly smaller number of websites to ensure unique catalog content. As
we are significantly dependent upon search engines for our website traffic, if we are unable to attract unique visitors, our business and results of operations will be harmed.

 Barriers to entry in the automotive aftermarket industry are low, and current and new competitors can launch websites at a relatively low cost. We experienced significant competitive pressure from certain
of our suppliers as they are now selling their products online. Since our suppliers have access to merchandise at very low costs, they were able to sell products at lower prices and maintain higher gross margins, thus our financial results were
negatively impacted by the increased level of competition. Total orders for fiscal year 2012 went down by 10.7% to 2.4 million compared to 2.7 million for fiscal year 2011 and our average order value went down by $7.5, or 6.2%, for fiscal
year 2012 to $114.3 compared to $121.8 in fiscal year 2011 as a result of increased pricing competition. Our current and potential customers ma