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CORRESP
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filename1.htm

    seccommentletter.htm

    17150 S. Margay Ave., Carson, CA 90746

    Phone & Fax (310)
735-0085

      Mr.
H. Christopher Owings, Assistant Director

      Mr.
Scott Anderegg

      Mr.
William Thompson, Accounting Branch Chief

      Division
of Corporation Finance

      Securities
and Exchange Commission

      100 F
Street N.E.

      Washington,
D.C. 20549-3561

      August 16,
2010

        Re:  U.S. Auto Parts Network, Inc. (“USAP” or the
“Company”)

                Form 10-K
for Fiscal Year Ended January 2, 2010

                Filed
March 15, 2010

                Definitive
Proxy Statement on Schedule 14A

                Filed
April 6, 2010

                File No.
001-33264

          Dear
Messrs. Owings, Anderegg and Thompson:

          Thank you
for your letter dated August 5, 2010 asking USAP to provide additional
information on our responses to your original comment letter dated June 25, 2010
in relation to the above-referenced SEC filings made by USAP.

            We are
pleased to respond to your comments below. For your convenience, we have
numbered the responses to correspond to the comments in your letter and we have
incorporated your comments in bold typeface before each of the Company’s
responses.  In the following discussion, the words “we,” “us” and
“our” refer to the Company. We believe that all responses and any changes in
approach can be applied prospectively and will incorporate these into our future
filings.

            Thank you
for the opportunity to review our filings and we are available at your
convenience to discuss any additional questions you might have.

                      1.

                      We
      have reviewed your responses to comments 17 and 18 in our letter dated
      June 25, 2010. In future proxy statement filings providing executive
      compensation disclosure, please include the compensation information
      included in your Forms 8-K rather than referring investors to those
      documents.

            We will
provide the information on executive compensation in future proxy statement
filings as included in our Forms 8-K.

                      2.

                      In
      the last paragraph of your response to comment 17 in our letter dated June
      25, 2010, please clarify how you calculated the cash bonus payment.
      Explain why you are using 235% rather than 230% for the bonus payout
      percentage for the Chief Executive Officer, and explain how you calculated
      $317,000 based on that percentage and the target dollar
      amount.

            In our
response dated July 21, 2010, we incorrectly stated the bonus payout percentage
for the Chief Executive Officer’s cash bonus to be 235%. The actual payout
percentage used for the cash bonus computation was 230%, representing the level
of achievement of financial performance goals in the fiscal year
2009.

            For the
fiscal year 2009, the Chief Executive Officer’s base salary compensation was
$359,000 and was eligible to receive 40% of the base compensation as the cash
bonus using 230% bonus payout percentage: $330,000=($359,000 x 40% x 230%). The
total payout to the Chief Executive Officer was $317,000, after an immaterial
reduction, for the fiscal year 2009.

            Please do
not hesitate to contact the undersigned if you require any further information
regarding the foregoing clarifications. The Company believes that the foregoing
clarifications can be provided in prospective filings.

            In
addition, we acknowledge that:

                      ·

                      We
      are responsible for the adequacy and accuracy of the disclosure in the
      filing;

                      ·

                      Staff
      comments or changes to the disclosure in response to staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

                      ·

                      We
      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.

          Thank you
again for the opportunity to respond to your comments and questions, and we will
look forward to speaking with you soon.

        Very truly yours,

        /s/
THEODORE R. SANDERS

        Theodore
R. Sanders

        Chief Financial Officer

                     Cc:

                    Robyn
      Manuel

                    William
      Thompson

                    Scott
      Anderegg

                    Brigitte
      Lippmann