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 America's Car-Mart, Inc.

 1805
North 2 nd Street, Suite 401

 Rogers, Arkansas 72756

 January 15, 2026

 Via EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: America's Car-Mart, Inc.

 Registration Statement on Form S-1

 Filed January 9, 2026

 File No. 333-292641

 To whom it may concern:

 Pursuant
to Rule 461(a) under the Securities Act of 1933, as amended, America's Car-Mart, Inc. (the
" Company ") hereby respectfully requests that the effective date of the Company's Registration
Statement on Form S-1 (File No. 333-292641) be accelerated by the Securities and Exchange Commission to 4:00 p.m. Washington D.C.
time on January 16, 2026 or as soon as practicable thereafter.

 The Company requests that we be notified
of such effectiveness by a telephone call to David S. Bakst of Mayer Brown LLP at (212) 506-2551 and that such effectiveness also be confirmed
in writing.

 Very truly yours,

 America's Car-Mart, Inc.

 By:
 /s/ Jonathan Collins

 Jonathan Collins

 Chief Financial Officer

 cc: Brett Papasan, America's Car-Mart Inc.
 David S. Bakst, Mayer Brown LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 14, 2026

Jonathan Collins
Chief Executive Officer
America s Car-Mart, Inc.
1805 North 2nd Street, Suite 401
Rogers, Arkansas 72756

 Re: America s Car-Mart, Inc.
 Registration Statement on Form S-1
 Filed January 9, 2026
 File No. 333-292641
Dear Jonathan Collins:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Rucha Pandit at 202-551-6022 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: David Bakst
</TEXT>
</DOCUMENT>

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August 10, 2023

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Nicholas Nalbantian

    Re:
    America’s Car-Mart, Inc.

    Registration Statement on Form S-3

    Filed June 29, 2023

    File No. 333-273034

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, America’s Car-Mart, Inc. (the “Company”) hereby requests that the effective date of the above-referenced
registration statement (the “Registration Statement”) be accelerated to 3 p.m. Eastern Time, on August 14, 2023, or as soon
thereafter as is practicable.

We request that we be notified of the effectiveness
of the Registration Statement by telephone call to the Company’s outside counsel, Mr. Courtney Crouch of Mitchell, Williams, Selig,
Gates & Woodyard, P.L.L.C., at (501) 688-8822.

Sincerely,

America’s Car-Mart, Inc.

/s/ Vickie D. Judy

Vickie D. Judy

Chief Financial Officer

cc:           Courtney C. Crouch, III

Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C.

United States securities and exchange commission logo
July 7, 2023
Jeffrey A. Williams
Chief Executive Officer
Americas Carmart Inc
1805 North 2nd Street
Suite 401
Rogers, AR 72756
Re:Americas Carmart Inc
Registration Statement on Form S-3
Filed June 29, 2023
File No. 333-273034
Dear Jeffrey A. Williams:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Nicholas Nalbantian at 202-551-7470 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Courtney C. Crouch, III

United States securities and exchange commission logo
April 22, 2021
Jeffrey Williams
Chief Executive Officer
America’s Car-Mart, Inc.
1805 North 2nd Street, Suite 401
Rogers, Arkansas 72756
Re:America’s Car-Mart, Inc.
Form 10-K for the Fiscal Year Ended April 30, 2020
Filed June 24, 2020
File No. 0-14939
Dear Mr. Williams:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Vickie Judy

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March 30, 2021

Via E-mail and EDGAR Transmission

Ta Tanisha Meadows

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

Washington, D.C. 20549

Re:  America’s Car-Mart, Inc.

Form 10-K for the Fiscal Year Ended April
30, 2020

Filed June 24, 2020

Form 10-Q for the Quarterly Period Ended
January 31, 2021

Filed March 5, 2021

File No. 0-14939

Dear Ms. Meadows:

Please find our response to the staff’s
comments contained in your letter dated March 16, 2021 related to the above filing. For convenient reference, this response letter
duplicates the text of the enumerated staff comments, as well as the headings contained in your letter.

Form 10-Q for the Quarterly Period Ended January 31, 2021

Notes to Consolidated Financial Statements (Unaudited)

B – Summary of Significant Accounting Policies

Finance Receivables, Repossessions and Charge-offs and Allowance
for Credit Losses, page 8

 1. We note your disclosure on page 12 that you adopted ASU 2016-13, Financial Instruments –
Credit Losses (“ASU 2016-13”), on May 1, 2020 and that you did not incur a material impact to your financial statements
as a result of the adoption. Please respond to the following:

 · Describe the reasons for the lack of any material change in your allowance for credit losses
upon the adoption of ASU 2016-13 in light of the fact that the standard eliminated the probable initial recognition threshold under
the prior GAAP model, and instead requires an entity’s current estimate of all expected credit losses.

Response: Although the allowance estimate
under the historical incurred loss model and the mechanics of the estimate under CECL differ, the Company’s adoption of ASU
2016-13 did not result in a material change to our allowance for credit losses. In part, this was due to the portfolio’s
relatively short term (less than three years), which, when combined with the fact that the average age of an account at charge-off
date is thirteen months, suggests that there is not a significant difference between the time over which losses were estimated
under the incurred loss model (the “loss discovery period”, or the time from which a loss-causing event occurred and
when that loss was confirmed via charge-off) and the contractual life of our receivables (as affected for prepayments and defaults).

America’s Car-Mart, Inc. | 1805 N. 2nd
Street Suite 401 | Rogers, AR 72756 | 479.464.9944

Ta Tanisha Meadows

United States Securities and Exchange Commission

March 30, 2021

Page 2

The Company has historically adjusted its quantitative
incurred loss model which relies purely on historical data with adjustments for factors such as changes in economic conditions,
general inflation, overall unemployment levels and underwriting and collections practices (these adjustments are referred to by
the Company as “qualitative factors”). The Company increased the allowance in Q4 2020, prior to the adoption of ASU
2020-13, via these qualitative factors in response to the significant decline in economic conditions at the measurement date (April
30, 2020) as compared to the economic conditions present during the period from which our historical loss experience was derived.
Specifically, at April 30, 2020, economic conditions both nationally and in our specific markets had deteriorated rapidly due to
the onset of COVID-19, the related business “lock-downs” and their impact on the employment of our customers. Additionally,
as of the reporting date, the various forms and amounts of significant government stimulus programs were not yet known.

Subsequent to the adoption of ASU 2016-13, the
Company adjusts the expected losses estimated from historical data by utilizing the qualitative factors mentioned above in conjunction
with reasonable and supportable forecasts about the future twelve-month period and how those forecasts could impact the point estimate
produced by the historical data, as well as taking in to account expected recoveries.

Based on this analysis, the Company believes
that its estimate of incurred losses at the reporting date and its estimate of expected losses upon adoption of ASU 2016-13 results
in materially the same allowance percentage with regards to the Company’s portfolio.

 · We note several places in your disclosure where you refer to losses “inherent” or
“incurred” in the portfolio, over the remaining contractual lives. Please explain how these references capture your
estimate of all expected credit losses over the contractual lives of the loans, and not just losses that have already been incurred.

Response: The Company acknowledges that
the use of the term “inherent” may have caused confusion as it is not a term used commonly in U.S. GAAP. Accordingly,
the Company will revise disclosures in future filings to align the nomenclature used more closely to that in U.S. GAAP. However,
as noted above, the Company estimates losses expected to be incurred on the portfolio at the measurement date, which include analyzing
the entity’s historical loss experience, adjusted for asset-specific factors and reasonable and supportable forecasts of
future conditions. The Company believes their method of determining estimated expected losses is appropriate especially with the
consideration given to forecasted qualitative factors such as economic conditions, general inflation, overall unemployment levels
and underwriting and collections practices.

 · We note your disclosure on page 13 that you use a 12 month reasonable and supportable forecast
period, and then revert back to historical loss information. Please tell us and disclose in future filings how you revert back
to historical loss information. Please refer to ASC 326-20-30-9 and 326-20-50-11g.

Ta Tanisha Meadows

United States Securities and Exchange Commission

March 30, 2021

Page 3

Response: For the purpose of estimating
the expected credit losses over the remaining portion of the contractual lives of the loans following the initial 12-month forecast
period, the Company utilizes the point estimate produced based on the Company’s analysis of the number of units repossessed
or charged-off as a percentage of total units financed over specific historical periods from one year to five years, the average
net repossession and charge-off loss per unit during the last 18 months, and the timing of repossession and charge-off losses relative
to the date of sale during the last 18 months.

In response to the staff’s comment, the
Company plans to modify the referenced disclosure in Note C – Finance Receives, Net, to the Company’s Consolidated
Financial Statements in its future filings as follows:

In addition to the objective factors
discussed above, the Company also considers macro-economic factors such as higher changes in unemployment
levels, higher gasoline prices and higher prices for staple items to develop reasonable and supportable
forecasts about the future. These economic forecasts are utilized alongside historical loss information in order to estimate expected
losses inherent in the portfolio over the following twelve-month period, at which point the Company will immediately
revert to the point estimate produced by the Company’s analysis of historical loss information to estimate expected
losses inherent in from the portfolio for the remaining contractual lives of its finance receivables.
See “Finance Receivables, Repossessions and Charge-offs and Allowance for Credit Losses” in Note B for a description
of the historical data included in this analysis.

 · We note your disclosure on page 14 where you disclose the finance receivables outstanding at
January 31, 2021 summarized by fiscal year of origination. However, we were unable to locate where you disclosed the credit quality
indicator for your finance receivables by fiscal year of origination as required by ASC 326-20-50-6 and 326-20-55-7. Please advise,
or revise future filings to include this information.

Response: The Company will disclose the
credit quality indicator for our finance receivables by fiscal year of origination in future filings.

If you have any additional questions or would
like to discuss this matter, please contact me at (479) 418-8081 or vickie.judy@car-mart.com.

Sincerely,

\s\ Vickie D. Judy

Vickie D. Judy

Chief Financial Officer

United States securities and exchange commission logo
March 16, 2021
Jeffrey Williams
Chief Executive Officer
America’s Car-Mart, Inc.
1805 North 2nd Street, Suite 401
Rogers, Arkansas 72756
Re:America’s Car-Mart, Inc.
Form 10-K for the Fiscal Year Ended April 30, 2020
Filed June 24, 2020
Form 10-Q for the Quarterly Period Ended January 31, 2021
Filed March 5, 2021
File No. 0-14939
Dear Mr. Williams:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-Q for the Quarterly Period Ended January 31, 2021
Notes to Consolidated Financial Statements (Unaudited)
B  Summary of Significant Accounting Policies
Finance Receivables, Repossessions and Charge-offs and Allowance for Credit Losses, page 8
1.We note your disclosure on page 12 that you adopted ASU 2016-13, Financial
Instruments – Credit Losses (“ASU 2016-13”), on May 1, 2020 and that you did not incur
a material impact to your financial statements as a result of the adoption.  Please respond
to the following:
•Describe the reasons for the lack of any material change in your allowance for credit
losses upon the adoption of ASU 2016-13 in light of the fact that the standard
eliminated the probable initial recognition threshold under the prior GAAP model,
and instead requires an entity’s current estimate of all expected credit losses.

 FirstName LastNameJeffrey Williams
 Comapany NameAmerica’s Car-Mart, Inc.
 March 16, 2021 Page 2
 FirstName LastName
Jeffrey Williams
America’s Car-Mart, Inc.
March 16, 2021
Page 2
•We note several places in your disclosure where you refer to losses “inherent” or
“incurred” in the portfolio, over the remaining contractual lives.  Please explain how
these references capture your estimate of all expected credit losses over the
contractual lives of the loans, and not just losses that have already been incurred.
•We note your disclosure on page 13 that you use a 12 month reasonable and
supportable forecast period, and then revert back to historical loss information.
Please tell us and disclose in future filings how you revert back to historical loss
information.  Please refer to ASC 326-20-30-9 and 326-20-50-11g.
•We note your disclosure on page 14 where you disclose the finance receivables
outstanding at January 31, 2021 summarized by fiscal year of origination.  However,
we were unable to locate where you disclosed the credit quality indicator for your
finance receivables by fiscal year of origination as required by ASC 326-20-50-6 and
326-20-55-7.  Please advise, or revise future filings to include this information.
            In closing, 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.
            You may contact Ta Tanisha Meadows at (202) 551-3322 or Joel Parker at (202) 551-
3651 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

March 24, 2014

Via E -mail
Jeffrey A. Williams
Chief Financial Officer
America’s Car -Mart, Inc.
802 Southeast Plaza Avenue, Suite 200
Bentonville , Arkansas, 72712

Re: America’s Car-Mart, Inc.
Form 10 -K for the Fiscal Year Ended April 30, 2013
Filed June 21, 2013
File No. 000-14939

Dear Mr. Williams :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 la ws of the United States.  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 rules require.

Sincerely,

 /s/ Mara L. Ransom

Mara L. Ransom
Assistant Director

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Corporate Offices

802 SE Plaza Ave. Suite #200

Bentonville, AR 72712

Phone: 479-464-9944

March 17, 2014

Via E-mail and EDGAR Transmission

Mara L. Ransom

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

Washington, D.C. 20549

Re:      America’s Car-Mart, Inc.

Form 10-K for Fiscal Year Ended April 30, 2013

Filed June 21, 2013

File No. 000-14939

Dear Ms. Ransom:

Please find our response to the staff’s comments contained in your letter dated March 5, 2014 related to the above filing.  For convenient reference, this response letter duplicates the text of the enumerated staff comment, as well as the heading contained in your letter.

Item 7.  Management’s Discussion & Analysis, page 20

1.

In future filings, please ensure that you provide a balanced, executive level discussion through the eyes of management that identifies the most important matters upon which management focuses in evaluating financial condition and results of operations and provides a context for the discussion and analysis of your financial statements. It should also serve to inform readers about how you earn revenue and income and generate cash and provide insight into material opportunities, challenges and risks as well as actions you are taking to address those material opportunities, challenges and risks. Therefore, in future filings please give consideration to providing:

·

An identification and discussion of key variables and other quantitative and qualitative factors necessary for an understanding and evaluation of your business and a discussion of management’s view of the implications and significance of the information; and

·

A discussion and analysis of material uncertainties and known trends that would cause reported financial information not to be necessarily indicative of future operating performance or financial condition to promote an understanding of the quality and potential variability of your earnings and cash flows.

1

In this regard, we believe a more robust discussion of the supply of used cars and trends therein would be helpful to readers. We note that that the Form 10-Q for the periods ended October 31, 2013 and January 31, 2014 discuss that an increase in the cost of sales was caused, in part, “by the overall decrease in new car sales during the recession when compared to pre-recession levels.” Please elaborate upon these trends and tell us what your future disclosure will look like. In this regard, we also note your disclosure on page 27 of your annual report that “[t]he purchase price the Company pays for a vehicle has a significant effect on liquidity and capital resources…[d]ecreases in the overall volume of new car sales, particularly domestic brands, leads to decreased supply in the used car market.” We also note your indication on page 27 of your annual report that you have “devoted significant efforts to improve your purchasing processes to ensure adequate supply at appropriate prices,” however; it’s not clear where you discuss these efforts. Please tell us what this disclosure will look like.

Response:  We will revise the disclosures in the Management’s Discussion and Analysis of Financial Condition and Results of Operation section of our future filings to address the staff’s comments.  Below are examples of what our revised disclosure would look like in our Form 10-K for the fiscal year-ended April 30, 2013.  Items in italics represent proposed changes or additions to the existing disclosure.

Overview, page 20

The following paragraphs will be added immediately following the second paragraph in this section:

The Company earns revenue from the sale of used vehicles, and in most cases a related service contract and a payment protection plan product, as well as interest income and late fees from the related financing.  The Company’s cost structure is more fixed in nature and is sensitive to volume changes.  Revenues can be affected by our level of competition, which is influenced to a large extent by the availability of funding to the sub-prime automobile industry, together with the availability and resulting purchase cost of the types of vehicles the Company purchases for resale.  Revenues can also be affected by the macro-economic environment.  At the point of sale, down payments, contract term lengths and proprietary credit scoring are monitored closely by corporate management and are critical to helping customers succeed.  After the sale, collections, delinquencies and charge-offs are important in the Company’s evaluation of its financial condition and results of operations and are monitored and reviewed on a continuous basis.  Management believes that developing and maintaining a relationship with its customers and earning their repeat business is critical to the success and growth of the Company and can serve to offset the effects of increased competition and negative macro-economic factors.

A challenging competitive environment puts pressure on sales volumes especially at older dealerships which tend to have higher overall sales volumes and more repeat customers, potential targets for competition.  Additionally, as the Company attempts to attract and retain target customers, increased competition can contribute to lower down payments and longer contract terms which have a negative effect on collection percentages, liquidity and credit losses.  Management believes that the ultra-low interest rate environment combined with a lack of other investment alternatives is attracting excess capital into the sub-prime automobile market and increasing competition.  In an effort to combat the increased competition the Company will continue to focus on the benefits of excellent customer service and the “local” face to face offering to the market in an effort to help customers succeed.  The Company has also focused additional attention on selling lower priced vehicles to increase affordability for customers, to address sales volume challenges and to improve credit performance in the future by improving the equity position of customers who may be tempted to default on their contracts especially when competition on the lending side is elevated as has been the case recently.

2

The purchase price the Company pays for its vehicles can also have a significant effect on revenues, liquidity and capital resources.  Because the Company bases its selling price on the purchase cost of the vehicle, increases in purchase costs result in increased selling prices. As the selling price increases, it becomes more difficult to keep the gross margin percentage and contract term in line with historical results because the Company’s customers have limited incomes and their car payments must remain affordable within their individual budgets.  As we have seen in recent years, decreases in the overall volume of new car sales, particularly domestic brands, lead to decreased supply and generally increased prices in the used car market. Also, expansions or constrictions in consumer credit, as well as general economic conditions, can have an overall effect on the demand and the resulting purchase cost of the types of vehicles the Company purchases for resale.

Liquidity and Capital Resources, page 27

The following paragraphs will replace and expand upon the second paragraph of page 27:

The purchase price the Company pays for a vehicle has a significant effect on liquidity and capital resources. Because the Company bases its selling price on the purchase cost for the vehicle, increases in purchase costs result in increased selling prices. As the selling price increases, it becomes more difficult to keep the gross margin percentage and contract term in line with historical results because the Company’s customers have limited incomes and their car payments must remain affordable within their individual budgets.  Several external factors can negatively affect the purchase cost of vehicles. Decreases in the overall volume of new car sales, particularly domestic brands, lead to decreased supply in the used car market. Also, the expansion of the customer base due in part to constrictions in consumer credit, as well as general economic conditions, can increase overall demand for the types of vehicles the Company purchases for resale as used vehicles become more attractive than new vehicles in times of economic instability.  A negative shift in used vehicle supply, combined with strong demand, results in increased used vehicle prices and thus higher purchase costs for the Company.

New vehicle sales decreased dramatically beginning with the economic recession of 2008.  While sales levels for new vehicles have risen steadily since the trough in 2009 and 2012 new vehicle sales were near pre-recession levels, such sales have continued to remain below pre-recession levels.  In addition, the challenging macro-economic environment, together with the constriction in consumer credit starting in 2008, contributed to increased demand for the types of vehicles the Company purchases and a resulting increase in used car prices.  These negative macro-economic conditions have continued to affect our customers in the years since the recession and, in turn, have helped keep demand high for the types of vehicles we purchase.  This increased demand, coupled with the depressed levels of new vehicle sales, has negatively impacted the used vehicle supply available to the Company.  Management expects the tight supply of vehicles and resulting pressure for increases in vehicle purchase costs to continue, although some relief is expected resulting from the continuing steady increases in new car sales levels since the trough in 2009.

3

The Company has devoted significant efforts to improve its purchasing processes to ensure adequate supply at appropriate prices, including expanding its purchasing territories to larger cities in close proximity to its dealerships and increasing its efforts to purchase vehicles from individuals at the dealership level as well as via the internet. The Company has also increased the level of accountability for its purchasing agents including the establishment of sourcing and pricing guidelines.  Based on these efforts, the Company expects to maintain gross margin percentages generally in the 42% range in the near term with overall contract terms increasing due in part to competitive pressures, somewhat mitigated by software and operational changes which have been made to structure seasonal payments during income tax refund periods.

In addition, we acknowledge the following statements:

·

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

·

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking 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 Jeff Williams, Chief Financial Officer, at (479) 418-8021 with any questions.

Sincerely,

\s\ Jeffrey A. Williams

Jeffrey A. Williams

Chief Financial Officer

America’s Car-Mart, Inc.

4

March 5 , 2014

Via E -mail
Jeffrey A. Williams
Chief Financial Officer
America’s Car -Mart, Inc.
802 Southeast Plaza Avenue, Suite 200
Bentonville , Arkansas , 72712

Re: America’s Car-Mart, Inc.
 Form 10 -K for the Fiscal Year Ended April 30, 2013
Filed June 21, 2013
File No. 000-14939

Dear Mr. Williams :

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 no t believe 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 filing and the information you provide in
response to these  comments, we may have  additional comments.

Item 7. Management’s Discussion & Analysis, page 20

1. In future filings, please ensure that you provide a balanced, executive level discussion
through the eyes of management that identifies the most important m atters upon which
management focus es in evaluating financial condition and results of operations and
provides a context for the discussion and analysis of your financial statements. It should
also serve to inform readers about how you earn revenue and income  and generate cash
and provide insight into material opportunities, challenges and risks as well as actions
you are taking to address those material opportunities, challenges and risks. Therefore, in
future filings please give consideration to providing:

 An identification and discussion of key variables and other quantitative and
qualitative factors necessary for an understanding and evaluation of  your business and
a discussion  of management’s view of the implications and significance of the
information; a nd

Jeffrey A. Williams
America’s Car-Mart, Inc.
March 5,  2014
Page 2
  A discussion and analysis of material uncertainties and known trends that would
cause reported financial information not to be necessarily indicative of future
operating performance or financial condition to promote an understanding of the
quality and p otential variability of your earnings and cash flows.

In this regard, we believe a more robust discussion of the supply of used cars and trends
therein would be helpful to readers. We note that that the  Form 10 -Q for the  period s
ended October 31, 2013 and January  31, 201 4 discuss  that an increase in the cost of sales
was caused,  in part, “by the overall decrease in new car sales during the recession when
compared to  pre-recession levels.” Please elaborate upon these trends and tell us what
your future  disclosure will look like. In this regard, we also  note your disclosure on page
27 of your annual report that “[t]he purchase price the Company pays for a vehicle has a
significant effect on l iquidity and capital resources…[d] ecreases in the overall volume of
new car sales, particularly domestic brands, lead s to decreased supply in the used car
market.” We also note your indication on page 27 of your annual report that you have
“devoted significant efforts to improve your purch asing processes to ensure adequate
supply at appropriate prices,” however; it’s not clear where you discuss these efforts.
Please tell us what this disclosure will look like.

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 a dequacy of the disclosures they have made.

 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;

 staff comments  or changes to disclosure in response to staff comments do not foreclose
the Commission from taking 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 pers on under the federal securities laws of the United States.

You may contact Jennifer López, Staff Attorney, at (202) 551 -3792 or me at (202) 551 -
3720 with any questions .

Sincerely,

 /s/ Mara L. Ransom

Mara L. Ransom
Assistant Director

May 16, 2011
 Via E-mail

Jeffrey A. Williams Vice President Finance and Chief Financial Officer America’s Car-Mart, Inc. 802 Southeast Plaza Avenue, Suite 200 Bentonville, Arkansas 72712
Re: America’s Car-Mart, Inc.
 Form 10-K for Fiscal Year Ended April 30, 2010
Filed June 18, 2010 Definitive Proxy Statement on Schedule 14A Filed August 27, 2010 Form 8-K Filed November 8, 2010 File No. 000-14939

Dear Mr. Williams:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
        /s/ H. Christopher Owings
H. Christopher Owings Assistant Director

CORRESP
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Corporate Offices

802 SE Plaza Ave. Suite #200

Bentonville, AR 72712

Phone: 479-464-9944

May 6, 2011

Via E-mail

H. Christopher Owings

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

Mail Stop 3561

Washington, D.C. 20549

Re:          America’s Car-Mart, Inc.

Form 10-K for Fiscal Year Ended April 30, 2010

Filed June 18, 2010

Definitive Proxy Statement on Schedule 14A

Filed August 27, 2010

Form 8-K

Filed November 8, 2010

File No. 000-14939

Dear Mr. Owings:

Please find our response to your comments dated April 25, 2011 related to the above filings.  Items in italics represent proposed changes/additions to the filing and section in question.

Form 10-K for Fiscal Year Ended April 30, 2010

Item 1.  Business, page 3

1.

 Please disclose the basis for your statement that you are the largest publicly held automotive retailer in the United States focused exclusively on the “Buy Here/Pay Here” segment of the used car market.

Response to 1.

The Company operates in a relatively small industry.  We monitor the top competitors and players in the industry as well as public filings and our investor base.  Based on our industry knowledge we believe we are the only publicly held automotive retailer in the United States focused exclusively on the “Buy Here/Pay Here” segment of the used car market and thus the largest.

2.

We note the disclosure on page 4 that your average retail sales price was $9,137 in fiscal 2010.  We also note the disclosure on page 7 that your customers pay between $3,000 and $6,000 per vehicle.  Please reconcile the two disclosures.

Response to 2.

Please note that the disclosure on page 4 refers to the average retail sales price of $9,137.  This is the average price that our customer pays the Company for a car.  The disclosure on page 7 is under our Purchasing information and refers to the price that the Company pays to purchase a vehicle for its inventory.  This disclosure specifically says:  Generally, the Company’s buyers purchase vehicles between five and ten years of age with 90,000 to 130,000 miles, and pay between $3,000 and $6,000 per vehicle.

Item 1A. Risk Factors, page 12

3.

We note the statements in the first paragraph that you are subject to various risks and that there are risks not disclosed in this section because they are either unknown or immaterial. This section should describe all material risks and should not reference any unknown or immaterial risks. Please revise accordingly and provide us with your revised disclosure.

Response to 3.

The disclosure will be revised as follows in future filings:

The Company is subject to various risks. The following is a discussion of risks that could materially and adversely affect the Company’s business, operating results, and financial condition.

4.

We note that you have not included a risk, other than the availability of real estate, relating to your growth strategy of increasing dealerships by 10% per year. Please confirm to us that you do not believe there are any material risks, other than risks currently disclosed in this section, that relate to such strategy. Alternatively, please add a risk factor to discuss the risks associated with such strategy and provide us with your revised disclosure.

Response to 4.

The risk referring to “The Company’s growth is dependent upon the availability of suitable dealership sites.” will be replaced with the following risk related disclosure:

The Company’s growth strategy is dependent upon the following factors:

·

Availability of suitable dealership sites.  Our ability to open new dealerships is subject to the availability of suitable dealership sites in locations and on terms favorable to the Company.  If and when the Company decides to open new dealerships, the inability to acquire suitable real estate, either through lease or purchase, at favorable terms could limit the expansion of the Company’s dealership base.  In addition, if a new dealership is unsuccessful and we are forced to close the dealership, we could incur additional costs if we are unable to dispose of the property in a timely manner or on terms favorable to the Company.  Any of these circumstances could have a material adverse effect on the Company’s expansion strategy and future operating results.

·

Ability to attract and retain management for new dealerships.  The success of new dealerships is dependent upon the Company being able to hire and retain additional competent personnel.  The market for qualified employees in the industry and in the regions in which the Company operates is highly competitive.  If we are unable to hire and retain qualified and competent personnel to operate our new dealerships, these dealerships may not be profitable, which could have a material adverse effect on our future financial condition and operating results.

·

Availability and cost of vehicles.  The cost and availability of sources of inventory could affect the Company’s ability to open new dealerships.  The overall new car sales volumes in the United States have decreased dramatically in the last few years and this could potentially have a significant negative effect on the supply of vehicles at appropriate prices available to the Company in future periods.  This could make it difficult to supply appropriate levels of inventory for an increasing number of dealerships without significant additional costs, which could limit our future sales or reduce future profit margins if we are required to incur substantially higher costs to maintain appropriate inventory levels.

·

Acceptable levels of credit losses at new dealerships.  Credit losses tend to be higher at new dealerships due to fewer repeat customers and less experienced associates.  Therefore, the opening of new dealerships tends to increase our overall credit losses.  In addition, our new dealerships may experience higher than anticipated credit losses, which may require us to incur additional costs to reduce future credit losses or to close the underperforming locations altogether.  Any of these circumstances could have a material adverse effect on our future financial condition and operating results.

Signatures, page 63

5.

Please advise us whether Messrs. Henderson and Williams signed the filing on behalf of you in their individual capacities as required by General Instruction D(2)(a) of Form 10-K. Please revise in future filings.

Response to 5.

Messrs. Henderson and Williams did sign the filing on behalf of the Company in their individual capacities; however, the signatures will be revised in future filings as required by General Instruction D(2)(a) of Form 10-K with Mr. Williams signing for the Company and Messrs. Henderson and Williams signing in their individual capacities below.

Definitive Proxy Statement on Schedule 14A

Executive Compensation, page 17

Compensation Discussion and Analysis, page 17

Base Salary, page 19

6.

Please discuss the factors considered by your compensation committee in deciding to increase Mr. Hight’s and Mr. Williams’s base salaries for fiscal 2010. See Item 402(b)(2)(ix) of Regulation S-K.

Response to 6.

The following will be included in the 2011 Proxy:

In fiscal 2010, Mr. Hight and Mr. Williams both received a 12.2% increase in base salary to $210,319 and $204,626, respectively.  The factors considered in deciding to grant these increases included performance of the Company in the prior fiscal year, their direct contributions to the increased profitability of the Company, increased experience and specialized industry knowledge as well as compensation levels the compensation committee considered to be appropriate to remain generally competitive with similar sized public companies.

Long-Term Incentive Compensation, page 20

7.

 Please discuss your policies for allocating your long-term incentive compensation between stock options and restricted stock awards. See Item 402(b)(2)(ii)-(iii) of Regulation S-K.

Response to 7.

The second paragraph of the referenced section will be revised in the 2011 Proxy to include the following statement after the first sentence of that paragraph:

The allocation of long-term incentive compensation between stock options under the Option Plan and restricted stock under the Incentive Plan is generally made with the goal of rewarding long-term service with the issuance of restricted shares and rewarding efforts related to increasing the stock price over the long-term with the issuance of stock options.

Perquisites and Personal Benefits, page 21

8.

We note the statement in the last sentence that no discretionary amounts for tax gross-ups were paid in fiscal 2010 or 2009. However, you disclose in footnote 1 to the Summary Compensation Table that amounts were paid to your named executive officers in fiscal 2010 and 2009 to partially defray income taxes due upon vesting of restricted stock.  Please revise.

Response to 8.

On page 21 the references are to discretionary amounts for tax gross-ups.  The 2010 and 2009 amounts for tax gross-ups were paid in accordance with the employment agreements and thus not considered to be discretionary.  The 2008 amounts for tax gross-ups were discretionary amounts paid in addition to any amounts in the employment agreements.  We will revise the referenced paragraph as follows for the 2011 Proxy:

Perquisites and Personal Benefits

Our named executive officers receive additional compensation consistent with our philosophy of hiring and retaining key personnel.  Such perquisites include executive health insurance, automobile allowances, club dues and matching contributions to our 401(k) plan.  See “Executive Compensation – Summary Compensation Table for Fiscal 2010” for the aggregate incremental cost to us during fiscal 2010 of such benefits.  The Company also makes certain cash payments to the executive officers pursuant to their employment agreements to defray the income taxes due upon the vesting of restricted stock. These amounts are known as tax gross-up payments.  The compensation committee has in the past made, and may in the future make, additional discretionary tax gross-up payments.  For example, in 2008 the committee provided discretionary tax gross-ups to our executive officers to reward them for meeting

performance goals in a difficult operating environment and to allow them to retain their ownership levels in our common stock.  No such discretionary amounts for tax gross-ups were paid in fiscal 2010 or 2009. Tax gross-up amounts paid in fiscal 2010 and 2009 were paid in accordance with the employment agreements.

Summary Compensation Table for Fiscal Years 2010, 2009, and 2008, page 22

9.

We note that you disclosed the amounts paid to your named executive officers for tax gross-ups in the “Bonus” column. However, such amounts should be disclosed in the “All Other Compensation” column. See Item 402(c)(2)(ix)(B) of Regulation S-K. Please revise.

Response to 9.

We have previously reported tax gross-ups paid in accordance with the employment agreements in the “Bonus” column and discretionary tax gross-ups in the “All Other Compensation” column.  In future filings, all amounts paid to named executive officers for tax gross-ups will be reported in the “All Other Compensation” column in accordance with Item 402(c)(2)(ix)(B) of Regulation S-K.

Outstanding Equity Awards at 2010 Fiscal Year-End, page 29

10.

We note that you have included 180,000; 72,000; and 108,000 options for Messrs. Henderson, Williams and Hight, respectively, in the column “Number of Securities Underlying Unexercised Options (#) Exercisable.” However, because this table should provide information as of your most recent fiscal year end and such options did not vest until after your most recent fiscal year end, such options should have been reported in the column “Number of Securities Underlying Unexercised Options (#) Unexercisable.” Please confirm your understanding of this requirement. See Item 402(f) of Regulation SK.

Response to 10.

We agree with your observation and understand the requirements.  These options vested as of April 30, 2010 but were not exercisable until the 10-K was filed on June 18, 2010; therefore, they should have been listed in the “Unexercisable” column at April 30, 2010.  These will be correctly reported in the 2011 Proxy.

Change in Control Agreements, page 30

11.

Please disclose your basis for providing a single trigger for payments in the event of a change in control. See Item 402(b)(2)(xi) of Regulation S-K.

Response to 11.

The following disclosure will be added to the referenced section in the 2011 Proxy:

The single trigger for change of control payments was established to align the interests of the three executive officers with shareholders should there ever be a proposed change of control event.

12.

Please clarify why the change in control payments are different based on whether or not the named executive officer was terminated without cause in connection with the change in control. We note the statement in the second paragraph, third sentence that if a named executive officer is terminated without cause in connection with a change

in control, then he is treated as being employed on the date the change in control becomes effective. You also disclose in the second paragraph, first sentence the potential payments to a named executive officer if he is employed on the date the change in control becomes effective. Accordingly, it does not appear that change in control payments should be different based on whether or not the named executive officer was terminated without cause in connection with the change in control.

Response to 12.

The employment agreements for our named executive officers provide for additional payments under two different situations:  the first situation being termination without cause and the second situation being a change in control.  Under the employment agreements, if a named executive officer is terminated without cause, additional payments are due to the named executive officer equal to the remaining base salary through the term of the employment agreement, the pro-rata portion of any bonus earned through the date of termination, and all unvested restricted stock and stock options will immediately vest in full without regard to the achievement of any applicable performance goals or time requirements.  If a change in control occurs (without termination), then the change in control payments are due.  However, if, prior to a change in control, a named executive officer is terminated without cause in connection with  the change in control, then the named executive officer is treated as being employed on the date the change in control becomes effective and, therefore, receives both the termination without cause payments and the change in control payments.

The second paragraph of the referenced section will be revised in the 2011 Proxy as follows.  For convenient reference, we have underlined the revised or additional text in this paragraph:

In the event of a change in control while the named executive officer is still employed under his employment agreement, on the date the change in control becomes effective, we must pay the named executive officer a lump sum cash payment equal to 2.99 times the “base amount” (as defined by Section 280G of the Code) with respect to his compensation and all unvested restricted stock and stock options previously granted vest in full, without regard to the achievement of any applicable performance goals.  Such payments are referred to in this proxy statement as change in control payments.  If, prior to the change in control, we terminate the named executive officer without cause and the termination is related to the change in control, then, for purposes of his change in control payments, such named executive officer will be treated as being employed on the date the change in control becomes effecti

April 25, 2011
 Via E-mail

Jeffrey A. Williams Vice President Finance and Chief Financial Officer America’s Car-Mart, Inc. 802 Southeast Plaza Avenue, Suite 200 Bentonville, Arkansas 72712
Re: America’s Car-Mart, Inc.
 Form 10-K for Fiscal Year Ended April 30, 2010
Filed June 18, 2010 Definitive Proxy Statement on Schedule 14A Filed August 27, 2010 Form 8-K Filed November 8, 2010 File No. 000-14939

Dear Mr. Williams:
 We have reviewed your filing and have the following comments.  You should comply
with the comments in all future filings, as appl icable.  Please confirm in writing that you will do
so and also explain to us in sufficient detail for an understa nding of the disclosure how you
intend to comply by providing us with your proposed revisions.
 Please respond to this letter within te n business days 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 circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.               Form 10-K for Fiscal Year Ended April 30, 2010

 Item 1.  Business, page 3

1. Please disclose the basis for your statemen t that you are the la rgest publicly held
automotive retailer in the United States fo cused exclusively on the “BuyHere/Pay Here”
segment of the used car market.
2. We note the disclosure on page 4 that your average retail sales price was $9,137 in fiscal
2010.  We also note the disclosure on page 7 that your customers pay between $3,000 and
$6,000 per vehicle.  Please reco ncile the two disclosures.

Jeffrey A. Williams America’s Car-Mart, Inc. April 25, 2011 Page 2

Item 1A.  Risk Factors, page 12

3. We note the statements in the first paragraph that you are subject to various risks and that
there are risks not disclosed in this s ection because they are either unknown or
immaterial.  This section shoul d describe all material risk s and should not reference any
unknown or immaterial risks.  Please revise accordingly and provide us with your revised
disclosure.
4. We note that you have not included a risk, ot her than the availabi lity of real estate,
relating to your growth st rategy of increasing dealersh ips by 10% per year.  Please
confirm to us that you do not believe there are any material risks, other than risks
currently disclosed in this sect ion, that relate to such strate gy.  Alternatively, please add a
risk factor to discuss the ri sks associated with such stra tegy and provide us with your
revised disclosure.
 Signatures, page 63

5. Please advise us whether Messrs Henderson and Williams signed the filing on behalf of
you in their individual capaci ties as required by General Inst ruction D(2)(a) of Form 10-
K.  Please revise in future filings.
  Definitive Proxy Statement on Schedule 14A

 Executive Compensation, page 17

 Compensation Discussion and Analysis, page 17

 Base Salary, page 19

6. Please discuss the factors considered by your compensation committee in deciding to
increase Mr. Hight’s and Mr. Williams’s base salaries for fiscal 2010.  See Item 402(b)(2)(ix) of Regulation S-K.
 Long-Term Incentive Compensation, page 20

7. Please discuss your policies for allocati ng your long-term incentive compensation
between stock options and restricted stoc k awards.  See Item 402(b)(2)(ii) -(iii) of
Regulation S-K.
 Perquisites and Persona l Benefits, page 21

8. We note the statement in the last sentence th at no discretionary amounts for tax gross-ups
were paid in fiscal 2010 or 2009.  However, you disclose in footnote 1 to the Summary

Jeffrey A. Williams America’s Car-Mart, Inc. April 25, 2011 Page 3

 Compensation Table that amounts were paid to  your named executive officers in fiscal
2010 and 2009 to partially defray income taxe s due upon vesting of restricted stock.
Please revise.
 Summary Compensation Table for Fi scal Years 2010, 2009, and 2008, page 22

9. We note that you disclosed the amounts paid to your named executive officers for tax
gross-ups in the “Bonus” column.  However,  such amounts should be disclosed in the
“All Other Compensation” column.  See Item 402(c)(2)(ix)(B) of Regulation S-K.  Please
revise.
 Outstanding Equity Awards at  2010 Fiscal Year-End, page 29

10. We note that you have included 180,000; 72,000; and 108,000 options for Messrs.
Henderson, Williams and Hight, respectively, in the column “Num ber of Securities
Underlying Unexercised Options (#) Exercisabl e.”  However, because this table should
provide information as of your most recent fis cal year end and such options did not vest
until after your most recent fiscal year end, su ch options should have been reported in the
column “Number of Securities Underlying Unexercised Options (#) Unexercisable.”
Please confirm your understanding of this requ irement.  See Item 402(f) of Regulation S-
K.
 Change in Control Agreements, page 30

11. Please disclose your basis for providing a single  trigger for payments in the event of a
change in control.  See Item 402(b)(2)(xi) of Regulation S-K.
12. Please clarify why the change in control paym ents are different based on whether or not
the named executive officer was terminated wi thout cause in connection with the change
in control.  We note the statement in the s econd paragraph, third sentence that if a named
executive officer is terminated without cause in  connection with a change in control, then
he is treated as being employed on the date th e change in control becomes effective.  You
also disclose in the second paragraph, firs t sentence the potential payments to a named
executive officer if he is employed on the date  the change in control becomes effective.
Accordingly, it does not appear that change in  control payments shoul d be different based
on whether or not the named executive offi cer was terminated without cause in
connection with the ch ange in control.

13. Please disclose what it means for a named ex ecutive officer to be terminated “without
cause in connection with a change in contro l.”  See Item 402(j)(1) of Regulation S-K.

Jeffrey A. Williams America’s Car-Mart, Inc. April 25, 2011 Page 4

 Transaction with Related Persons, Promot ers and Certain Control Persons, page 32

14. Please disclose the standards applied by your audit committee when reviewing
transactions with related persons.  Se e Item 404(b)(1)(ii) of Regulation S-K.
 Form 8-K filed November 8, 2010

15. We note that it appears that you have in cluded only Schedule 1.1 to the Loan and
Security Agreement in Exhibit 4.1.  While you may exclude schedules for agreements
filed pursuant to Item 601(b)(2) of Regulati on S-K, a similar exemption does not exist for
agreements filed pursuant to Item 601(b)(4) of Regulation S-K.  Please re-file the entire
Loan and Security Agreement, including all sc hedules, with your next periodic report.

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 include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking 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 federa l securities laws of  the United States.

Please contact Charles Lee at (202) 5 51-3427 or me at (202) 551-3720 with any
questions.
Sincerely,
         /s/ H. Christopher Owings
H. Christopher Owings Assistant Director

Mail Stop 3561           July 10, 2009   William H. Henderson Chief Executive Officer America’s Car-Mart, Inc. 802 Southeast Plaza Avenue, Suite 200 Bentonville, Arkansas  72712
 Re: America’s Car-Mart, Inc.
  Form 10-K for Fiscal Year Ended April 30, 2008   Filed July 3, 2008   Definitive Proxy Statement on Schedule 14A   Filed August 28, 2008
Form 10-Qs for the Quarterly Peri ods Ended July 31, 2008, October 31, 2008
and January 31, 2009
  Filed September 9, 2008, December 5, 2008 and March 9, 2009
Form 8-K
  Filed June 26, 2008
  File No. 000-14939

Dear Mr. Henderson:
We have completed our review of the above referenced filings and we have no further
comments at this time.          S i n c e r e l y ,             H. Christopher Owings         A s s i s t a n t  D i r e c t o r    Cc: Jeffrey A. Williams  (Via Facsimile)

CORRESP
1
filename1.htm

    H.
Christopher Owings

    Assistant
Director

    Securities
and Exchange Commission

    Mail Stop
3561

    Washington,
D.C. 20549

    Re:           America’s
Car-Mart, Inc.

    Form 10-K
for Fiscal Year Ended April 30, 2008

    Filed
July 3, 2008

    Definitive
Proxy Statement on Schedule 14A

    Filed
August 28, 2008

    Form
10-Qs for the Quarterly Periods Ended July 31, 2008, October 31, 2008 and
January 31, 2009

    Filed
September 9, 2008, December 5, 2008 and March 9, 2009

    Form
8-K

    Filed
June 26, 2008

    File No.
000-14939

    Dear Mr.
Owings:

    Please
find our response to your comments dated June 18, 2009 related to the above
filings.

    Form 10-K for Fiscal Year
Ended April 30, 2008

    Note B — Summary of
Significant Accounting Policies, page 36

              1.

              We
      have reviewed your response to prior comment 4 in our letter dated April
      16, 2009 noting that you have aggregated individual lots into one
      operating segment. Considering operating segments are aggregated into a
      reportable segment if the operating segments meet the aggregation criteria
      of paragraph 17 of SFAS 131, your response suggests that each lot
      represents an operating segment. Please clarify how you determined your
      operating segments by identifying your chief operating decision maker and
      telling us if the CODM regularly reviews the results of your individual
      lots. As noted in paragraph 10 of SFAS 131, an operating segment is a
      component of an enterprise whose operating results are regularly reviewed
      by the CODM. If your CODM does not regularly review the results of
      individual lots, tell us the level of your business regularly reviewed by
      the CODM.

    Response:

    Each lot
is an operating segment and its results are reviewed in detail at least monthly
by the Company’s Chief Operating Officer (the CODM). We will revise our proposed
disclosure as follows:

    Each
dealership is an operating segment with its results regularly reviewed by the
Company’s chief operating decision maker in an effort to make decisions about
resources to be allocated to the segment and to assess its performance.
Individual lots meet the aggregation criteria under SFAS 131, Disclosures about
Segments of an Enterprise and Related Information. The Company operates in the
Buy Here/Pay Here segment of the used car market, also referred to as the
Integrated Auto Sales and Finance industry.  In this industry, the
nature of the sale and the financing of the transaction, financing processes,
the type of customer and the methods used to distribute the Company’s products
and services, including the actual servicing of the loans as well as the
regulatory environment in which the Company operates all have similar
characteristics.  Each of our individual lots is similar in nature and
only engages in the selling and financing of used vehicles. All individual lots
have similar operating characteristics.  As such, individual lots have
been aggregated into one reportable segment.

    Finance Receivables,
Repossessions and Charge-offs and Allowance for Credit Losses, page
37

              2.

              We
      have reviewed your response to prior comment 5 in our letter dated April
      16, 2009 and have the following
comments:

              ·

              Please
      confirm that the loans you provide customers are simple interest loans and
      not pre-computed loans whereby borrowers are obligated to pay back
      principal plus the full amount of interest that will accrue over the
      entire term of the loan.

    Response:

    Yes our
loans are simple interest loans and not pre-computed loans.

    We will
clarify our previous proposed language change as follows:

    Partial
extract from previous proposal

    These
installment sale contracts carry interest rates ranging from 6% to 19% using the
simple effective interest method in compliance with SFAS 91, Accounting for
Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and
Initial Direct Costs of Leases, including any deferred fees. Loan origination
costs are not significant. The installment sale contracts are not pre-computed
loans whereby borrowers
are obligated to pay back principal plus the full amount of interest that will
accrue over the entire term of the loan.

              ·

              You
      indicate that impaired loans do not remain on your books for an extended
      period of time and your average account loss is taken within 53 days of it
      becoming delinquent. Please clarify if an account generally becomes
      delinquent at 30 days or at some later point in time. Please also clarify
      why loans are not placed on nonaccrual status prior to write-off or
      repossession of the vehicle.

    Response:

    Our loans
are delinquent (past due) when customers are one day or more late on contractual
payments. The 53 days includes the first day that the account is delinquent.
Many delinquent customers will come in and rectify past due situations, while
some will not. The amount of interest that may accrue for accounts that are
eventually either repossessed or written off is immaterial (approximately
$40,000 pre-tax) and the Company does in fact reserve against this immaterial
amount.

    We will
clarify our previous proposed language change as follows:

    Partial
extract from previous proposal

    While
the Company does not formally place loans on nonaccrual status, the immaterial
amount of interest that may accrue after an account becomes delinquent up until
the point of resolution via repossession or write-off, is reserved for against
the Accrued Interest on Finance Receivables account on the Consolidated Balance
Sheets. Delinquent loans are addressed and either made current by the customer,
which is the case in most situations, or the vehicle is repossessed or the
account is written off, if the collateral cannot be recovered, quickly. Customer
payments are set to match their pay-day with over 80% of payments due on either
a weekly or bi-weekly basis. The frequency of the payment due dates combined
with the declining value of collateral lead to prompt resolutions on delinquent
accounts. On average, accounts are approximately 53 days past due at the time of
charge-off. Accounts are delinquent when the customer is one day or more behind
on their contractual payments.

    Note J — Stock Options and
Warrants, page 49

              3.

              We
      have reviewed your response to prior comment 9 in our letter dated April
      16, 2009. In complying with paragraph A240(b)(1)(c) of SFAS 123(R), please
      confirm that you will disclose in future filings the number and
      weighted-average exercise price of options exercisable at
      year-end.

    Response:

    Yes we
will fully disclose the number and weighted-average exercise price of options
exercisable at year-end in future filings.

    Note C — Finance
Receivables, Net, page 45

              4.

              We
      have reviewed your response to prior comment 10 in our letter dated April
      16, 2009. Please disclose in future filings the information discussed in
      Instruction 2 to Item IV.A of Industry Guide
3.

    Response:

    We will
revise our disclosure and specify for each period presented the factors that
influenced management’s judgment in determining the amount of the additions to
the allowance charged to operating expense.

    Proposed
language

    The
factors which influenced management’s judgment in determining the amount of the
additions to the allowance charged to Provision for Credit Losses
were:

    For
each of the fiscal years 2006-2008-

    Actual
charge-offs, net of recovered collateral, is the most important factor in
determining the charges to the Provision for Credit Losses. This is due to the
fact that once a loan becomes delinquent the account is either made current by
the customer, the vehicle is repossessed or the account is written off, if the
collateral cannot be recovered, quickly. Net Charge-offs in 2007 were
significantly higher than the Company had experienced in prior or subsequent
years. This had the effect of higher additions to the allowance charged to the
provision for 2007. Net charge-offs in 2008 were slightly higher than levels for
2006.

    Collections
and delinquency levels have a significant effect on additions to the allowance
and are reviewed frequently in determining the additions to the allowance charge
to the provision. In 2007, collections as a percentage of average finance
receivables was lower and delinquencies were higher contributing to the higher
additions to the allowance charged to the provision for 2007. Collections and
delinquencies for 2006 and 2008 were fairly consistent.

    Macro-economic
factors as well as proper execution of operational policies and procedures have
a significant effect on additions to the allowance charged to the provision.
Higher unemployment levels, higher gasoline prices and higher prices for staple
items can have a significant effect. While macro-economic factors were more
favorable during 2007, operational difficulties that resulted from the Company’s
growth contributed to higher additions to the allowance charged to the
provision.

    Note H — Capital Stock, page
48

    We have
reviewed your response to prior comment 11 in our letter dated April 16, 2009.
Please note that paragraph 11 of SFAS 150 requires liability classification for
instruments where the issuer, under no condition, may avoid such obligations.
Contingently redeemable securities, such as puttable stock redeemable at the
holder’s option, are outside the scope of SFAS 150 and are classified within
permanent or mezzanine equity and reclassified as a liability when the
contingent event has occurred or becomes certain to occur, thus making the
securities unconditionally redeemable. Based on Rule 5-02.28 of Regulation S-X,
it appears that your redeemable preferred stock should be classified within
mezzanine equity and the dividends should be reflected as a reduction of
retained earnings. If you agree, please revise your financial statements and
tell us the impact that these errors had on your historical financial
statements.

    Response:

    Because
the preferred stock is preferred stock held in a subsidiary and represents a
non-controlling minority interest and the amount involved is not material (the
$500,000 in preferred stock is less than .3% of assets; total cumulative
dividends have been $186,000 or .1% of equity), and has been disclosed in the
footnotes, we propose that we disclose the effects of our future adoption of
SFAS 160, “Non-Controlling Interests in Consolidated Financial Statements- An
Amendment of ARB No. 51” in the footnotes under “Recent Accounting
Pronouncements” for our April 30, 2009 10-K (to be filed before or on July 14,
2009). SFAS 160 will be adopted by us in our fiscal year 2010 and we will follow
the requirements under SFAS 160 in the year of adoption and in all future
periods.  Upon adoption of SFAS 160, $100,000 of the preferred stock
will be classified as non-controlling interest within equity and $400,000 of the
preferred stock with a put will be classified in the mezzanine section. The
dividends associated with the entire preferred stock will be recorded as a
reduction to net income to arrive at net income attributable to America’s
Car-Mart, Inc. The presentation of the preferred stock will be applied
retroactively for all periods presented upon adoption of SFAS 160.

    Note L— Fair Value of
Financial Instruments, page 51

              5.

              We
      have reviewed your response to prior comment 12 in our letter dated April
      16, 2009. As we believe the information provided in your response would be
      beneficial to a reader of your financial statements, please disclose in
      future filings the reasons why the fair value of your net finance
      receivable is significantly less than its carrying
  value.

    Response:

    We will
add the following disclosure to our footnote.

    The
Company estimated the fair value of its receivables at what a third party
purchaser might be willing to pay. The Company has had discussions with third
parties and has recently bought and sold portfolios, and has had a recent third
party appraisal that indicates a 37.5% discount to face would be a reasonable
fair value in a negotiated third party transaction.  The sale of
finance receivables from Car-Mart of Arkansas to Colonial is at a 37.5%
discount. For financial reporting purposes these sale transactions are
eliminated. Since the Company does not intend to offer the receivables for sale
to an outside third party, the expectation is that the book value at April 30,
2008, will be ultimately collected. Basically, by collecting the accounts
internally the Company expects to realize more than a third party purchaser
would expect to collect with a servicing requirement and a profit margin
included.

    Form 10-Q for the Quarterly
Period Ended January 31, 2009

    Management’s Discussion and
Analysis of Financial Condition and Results of Operations, page
13

              6.

              We
      have reviewed your response to prior comment 21 in our letter dated April
      16, 2009. Please tell us and disclose in further detail in future filings
      the specific improvements made to your underwriting and collection
      procedures.

    Response:

    We will
add the following disclosure to our footnote.

    The
primary reason for the improvement in credit losses between periods relates to
improvements the Company has made to its business practices, including better
underwriting and better collection procedures. The positive improvements in
business practices have lead to better collection results. Negative macro
economic issues do not always lead to higher credit loss results for the
Company, as the Company provides basic affordable transportation which in many
cases is not a discretionary expenditure for customers. The Company has
installed a proprietary credit scoring system allowing for monitoring of the
quality of deals on the front end. Corporate office personnel monitor scores and
work with lots when the distribution of scores falls outside of prescribed
thresholds.  Additionally, the Company has increased its investment in
the corporate infrastructure within the collection area, including the hiring of
a Director of Collection Practices and Review, which is also having a positive
effect on results by providing more and more timely oversight and providing for
more accountability on a consistent basis. Additionally, turnover at the lot
level for collection positions is down between years which is having a positive
effect on results. The Company believes that the proper execution of its
business practices is the single most important determinate of credit loss
experience.

    * *
*

    Please
contact Jeff Williams, Chief Financial Officer, at (479) 418-8021, with any
questions.

    Sincerely,

    Jeff Williams

    Chief Financial Officer

    America's CAR-MART, Inc.

Mail Stop 3561           June 18, 2009   William H. Henderson Chief Executive Officer America’s Car-Mart, Inc. 802 Southeast Plaza Avenue, Suite 200 Bentonville, Arkansas  72712
 Re: America’s Car-Mart, Inc.
  Form 10-K for Fiscal Year Ended April 30, 2008   Filed July 3, 2008   Definitive Proxy Statement on Schedule 14A   Filed August 28, 2008
Form 10-Qs for the Quarterly Peri ods Ended July 31, 2008, October 31, 2008
and January 31, 2009
  Filed September 9, 2008, December 5, 2008 and March 9, 2009
Form 8-K
  Filed June 26, 2008
  File No. 000-14939

Dear Mr. Henderson:   We have reviewed your response letter  dated May 13, 2008 and filed May 21, 2009 and
have the following comments.  You should comply with these comments in all future filings, if
applicable.  Please confirm in writing that you w ill do so and also explain to us in sufficient
detail how you intend to comply by providing us with your proposed revisions.  If you disagree,
we will consider your explanation as to why our  comment is inapplicable or a revision is
unnecessary.  Please be as detaile d as necessary in your explan ation.  After reviewing this
information, we may raise additional comments.  Form 10-K for Fiscal Year Ended April 30, 2008

 Note B – Summary of Significan t Accounting Policies, page 36

 1. We have reviewed your response to prior comment 4 in our letter dated April 16, 2009
noting that you have aggregated  individual lots into one ope rating segment.  Considering
operating segments are aggregated into a re portable segment if the operating segments
meet the aggregation criteria of paragra ph 17 of SFAS 131, your re sponse suggests that

William H. Henderson
America’s Car-Mart, Inc. June 18, 2009 Page 2
each lot represents an operating segment.  Please clarify how you determined your operating segments by identifying your chief op erating decision maker and telling us if
the CODM regularly reviews the results of your  individual lots.  As noted in paragraph
10 of SFAS 131, an operating segment is a comp onent of an enterprise whose operating
results are regularly reviewed by the CODM.  If your CODM does not regularly review
the results of individual lots, tell us the le vel of your business regularly reviewed by the
CODM.
 Finance Receivables, Repossessions and Charge-o ffs and Allowance for Credit Losses, page 37

 2. We have reviewed your response to prior comment 5 in our letter dated April 16, 2009
and have the following comments:
• Please confirm that the loans you provide cust omers are simple interest loans and not
pre-computed loans whereby borrowers are ob ligated to pay back principal plus the
full amount of interest that will acc rue over the entire te rm of the loan.

• You indicate that impaired loans do not remain on your books for an extended period
of time and your average account loss is taken within 53 days of it becoming
delinquent.  Please clarify if an account gene rally becomes delinquent at 30 days or at
some later point in time.  Please also cl arify why loans are no t placed on nonaccrual
status prior to write-off or repossession of the vehicle.
 Note J – Stock Options and Warrants, page 49

 3. We have reviewed your response to prior co mment 9 in our letter dated April 16, 2009.
In complying with paragraph A240(b)(1)( c) of SFAS 123(R), please confirm that you
will disclose in future filings the number and weighted-average exercise price of options
exercisable at year-end.

Note C – Finance Receivables, Net, page 45

 4. We have reviewed your response to prior co mment 10 in our letter dated April 16, 2009.
Please disclose in future filings the informati on discussed in Instructi on 2 to Item IV.A of
Industry Guide 3.
 Note H – Capital Stock, page 48

 5. We have reviewed your response to prior co mment 11 in our letter dated April 16, 2009.
Please note that paragraph 11 of SFAS 150 requi res liability classification for instruments
where the issuer, under no condition, may a void such obligations.  Contingently
redeemable securities, such as puttable st ock redeemable at the holder’s option, are
outside the scope of SFAS 150 a nd are classified within perm anent or mezzanine equity
and reclassified as a liability when the contin gent event has occurred or becomes certain

William H. Henderson
America’s Car-Mart, Inc. June 18, 2009 Page 3
to occur, thus making the securities uncondi tionally redeemable.  Based on Rule 5-02.28
of Regulation S-X, it appears that your redeemable preferre d stock should be classified
within mezzanine equity and the dividends shoul d be reflected as a reduction of retained
earnings.  If you agree, please re vise your financial statements and tell us the impact that
these errors had on your historic al financial statements.

Note L – Fair Value of Financial Instruments, page 51

 6. We have reviewed your response to prior co mment 12 in our letter dated April 16, 2009.
As we believe the information provided in you r response would be beneficial to a reader
of your financial statements, please disclose in future filings the reasons why the fair
value of your net finance receivable is signi ficantly less than its carrying value.

Form 10-Q for the Quarterly Period Ended January 31, 2009

 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
13
 7. We have reviewed your response to prior co mment 21 in our letter dated April 16, 2009.
Please tell us and disclose in further detail  in future filings the specific improvements
made to your underwriting and collection procedures.

* * *

You may contact Andrew Blume at (202)  551-3254 or in his absence, Jennifer
Thompson, at (202) 551-3737 if you have ques tions regarding comments on the financial
statements and related matters.  Please contac t Chris Chase, Attorney-Advisor, at (202) 551-
3485, Ellie Bavaria, Special Counsel, at (202) 55 1-3238 or me at (202) 551-3725 with any other
questions.
        S i n c e r e l y ,            H. Christopher Owings        A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

    Unassociated Document

                  Corporate
      Office

                  802
      SE Plaza Avenue, Suite 200

                  Bentonville,
      AR 72712

                  Phone:  (479)
      464-9944

    June 29,
2009

    H.
Christopher Owings

    Assistant
Director

    Securities
and Exchange Commission

    Mail Stop
3561

    Washington,
D.C. 20549

    Re:           America’s
Car-Mart, Inc.

    Form 10-K
for Fiscal Year Ended April 30, 2008

    Filed
July 3, 2008

    Definitive
Proxy Statement on Schedule 14A

    Filed
August 28, 2008

    Form
10-Qs for the Quarterly Periods Ended July 31, 2008, October31, 2008 and January
31, 2009

    Filed
September 9, 2008, December 5, 2008 and March 9, 2009

    Form
8-K

    Filed
June 26, 2008

    File No.
000.14939

    Dear Mr.
Owings:

    Please
find our response to your comments dated June 4, 2009 related to the above
filings.

    Form 10-K for Fiscal Year
Ended April 30, 2008

    Management’s Discussion and
Analysis of Financial Condition and Results of Operations,
page18

    Liquidity and Capital
Resources, page 25

    1. We
note your response to comment one of our April 16, 2009 letter. Please expand
your proposed disclosure to address the following:

              ·

              In
      the third paragraph of your proposed disclosure you state that “the
      expansion of the customer base due in part to constrictions in consumer
      credit ... can have an overall effect on the demand for the type of
      vehicle the Company purchases for sale.” Please expand your disclosure to
      clarify the effect you anticipate. For example, do you expect a general
      increase or decrease in demand and to which types of vehicles do you
      expect this to apply.

    Response: We will add, “We
expect the availability of consumer credit within the automotive industry to
continue to be constricted when compared to recent history. We anticipate that
this will continue to result in overall increases in demand for most if not all
of the vehicles the Company purchases for sale.”

              ·

              In
      light of your statements in the third paragraph of your proposed
      disclosure that you have seen increases in the cost of vehicles and
      resulting increases in sales prices, and further that your customers have
      limited incomes and their car payment must remain affordable, please
      expand your discussion to provide examples of the “significant efforts
      [you have] devoted to improve your purchasing processes to ensure adequate
      supply at appropriate prices.”

    Response: We will add, “In an
effort to ensure an adequate supply of vehicles at appropriate prices, the
Company has increased the level of accountability for its purchasing agents
including the establishment of sourcing guidelines and pricing guidelines.
Additionally, the Company is expanding its efforts to purchase vehicles from
individuals at the dealership level as well as via the internet.”

    Definitive Proxy Statement
on Schedule 14A

    Compensation Discussion and
Analysis, page 9

    Economic Profit, page
11

    2.           We
note your response to comment 18 of our April 16, 2009 letter. Due to the
passage of time, the basis upon which you sought confidential treatment for
fiscal 2008 performance data is potentially no longer applicable. Please provide
on a supplemental basis a detailed explanation supporting your conclusion that
the performance information we requested should continue to be excluded under
Instruction 4 to Item 402(b) of Regulation S-K.

    Response: We agree that due to
the passage of time, the 2008 performance data could be disclosed. In future
filings we will disclose specific performance goals that were previously
redacted, but due to the passage of time, would no longer result in competitive
harm.

    3. We
reissue, in part, comment 19 of our April 16, 2009 letter. Please provide us
with proposed revised disclosure that addresses why you awarded the amounts of
short-term incentive awards for 2008 that are identified in the summary
compensation table, including the awards identified in the Bonus column. In this
regard, we note your statement that your Compensation Committee has from time to
time made discretionary cash awards outside of plans that are included in the
Bonus column of your table, but this does not explain why such cash award was
provided.

    Response: We will expand
disclosure in future filings. The following is an example of the language that
will be added in the appropriate places in future Proxy Statements, including in
the footnotes to the Summary Compensation Table, in the Compensation Discussion
& Analysis section, and in the Employment Agreements section, as
appropriate.  As per our response to comment two above, we will
disclose amounts and related performance results after the passage of time with
respect to disclosures regarding our incentive compensation:

    “For
2008, the amounts reflected in the Bonus column represent 1) a discretionary
bonus paid to Mr. Henderson of $54,000, which was awarded by the Compensation
Committee as a partial equalization measure for past service at the time of Mr.
Henderson’s promotion to Chief Executive Officer, and 2) cash payments made to
Mr. Henderson and Mr. Hight of 32% of the fair market value of shares of
restricted stock that vested on April 30, 2008 in accordance with their
respective Employment Agreements.  For 2007, the amount reflected in
the Bonus column represents a bonus paid to Mr. Williams of $50,000 which was
agreed upon at the time of hire.

    Amounts
reflected in the Non-equity Incentive Plan Compensation column represent the
annual cash bonus paid to each named executive officer pursuant to their
respective Employment Agreements.

    Amounts
included in the All Other Compensation column are discretionary amounts paid to
the officers to defray the income taxes due upon the vesting of restricted
stock. The Compensation Committee decided to pay these amounts to reward the
named executive officers for meeting performance goals in a difficult operating
environment and to allow the named executive officers the ability to retain
their ownership levels in our common stock.”

    * *
*

    Please
contact Jeff Williams, Chief Financial Officer, at (479) 418-8021, with any
questions.

    Sincerely,

    Jeff Williams

    Chief Financial Officer

    America's CAR-MART,
Inc.

CORRESP
1
filename1.htm

                  Corporate
      Office

                  802
      SE Plaza Avenue, Suite 200

                  Bentonville,
      AR  72712

                  Phone:  (479)
      464-9944

    May 13,
2008

    H.
Christopher Owings

    Assistant
Director

    Securities
and Exchange Commission

    Mail Stop
3561

    Washington,
D.C. 20549

    RE:          America's
CAR-MART, Inc.

    Form 10-K for Fiscal Year Ended April
30, 2008

    Filed July 3, 2008

    Definitive Proxy Statement on Schedule
14A

    Filed August 28, 2008

    Form
10-Qs for the Quarterly Periods Ended July 31, 2008, October 31, 2008 and
January 31, 2009

    Filed
September 9, 2008, December 5, 2008 and March 9, 2009

    Form
8-K

    Filed
June 26, 2008

    File No.
000-14939

    Dear Mr.
Owings:

    Please find our response to your
comments dated April 16, 2009 related to the above filings.  Items in
italics represent
proposed changes/additions to the filing and section in question.

    Form 10-K for Fiscal Year
Ended April 30, 2008

    Management’s Discussion and
Analysis of Financial Condition and Results of Operations, page
18

    Liquidity and Capital
Resources, page 25

    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 material way.
For example, we

    note on
page 21 you discuss higher purchase costs due to the decrease in domestic new
car sales and on page 22 you reference credit losses due to your customers
having difficulty making payments under the terms of their loans. Discuss
whether you expect these trends to continue and how they may impact your plans
to expand, your available liquidity, or any other factors. Please provide
similar additional analysis concerning the quality and variability of your
earnings and cash flows so that investors can ascertain the likelihood or the
extent past performance is indicative 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 risks in the short and long term and the
  actions you are taking to address them.

    See Item
303 of Regulation S-K and SEC Release No. 33-83 50.

    Response:

    The
following discussion is an example of the type of language to be added to future
filings:

    The
primary drivers of operating profits and cash flows include 1) top line sales 2)
interest rates on finance receivables 3) gross profit percentages on vehicle
sales and 4) credit losses.

    Cash
flows from operations in 2008 were positively impacted by 1) higher sales levels
with consistent gross margin percentages, 2) significantly lower credit losses,
3) improvements in current and deferred income taxes which resulted from the
effect of an increase in the allowance for credit losses combined with a
decrease in finance receivables during fiscal 2007, 4) increases in liabilities
for fiscal 2008 resulting from increased sales levels and deferred payment
protection plan revenue, offset by 5) other components of the change in finance
receivables including originations, collections, inventory acquired in both
repossessions and payment protections plan claims as well as the actual payment
protection plan claims. Finance receivables, net, increased by $24.2 million
during 2008.

    The
purchase price the Company pays for a vehicle has a significant effect on
liquidity and capital resources. Several external factors can negatively affect
the purchase cost of vehicles. Decreases in the overall volume of new car sales,
particularly domestic brands, leads to decreased supply in the used car market.
Also, the expansion of the customer base due in part to constrictions in
consumer credit, as well as general economic conditions, can have an overall
effect on the demand for the type of vehicle the Company purchases for sale.
Because the Company bases its selling price on the purchase cost for the
vehicle, increases in costs result in increased selling prices. As the selling
price increases it becomes more difficult to keep the gross profit percentage
and loan term in

        2

    line
with historical results, as the Company’s customers have limited incomes and
their car payment must remain affordable within their individual budgets. The
Company has seen increases in the cost of vehicles and resulting increases in
selling prices and terms over the last few years. Management does expect some
continuing increases in purchase costs on a going-forward basis but at a
decreasing rate. The Company has devoted significant efforts to improve its
purchasing processes to ensure adequate supply at appropriate prices. This is
expected to result in gross margin percentages and overall loan terms remaining
fairly consistent with recent experience.

    Macro-economic
factors can have a significant effect on credit losses and resulting liquidity.
General inflation, particularly within staple items such as groceries and
gasoline, as well as overall unemployment levels can have a significant effect
on collection results and ultimately credit losses. The Company has made
improvements to its business processes within the last few years to strengthen
controls and provide stronger infrastructure to support its collection efforts.
With these improvements, the Company anticipates that credit losses on a
going-forward basis will be in the range of 21-23% of sales. Significant
negative macro-economic effects could cause actual results to differ from the
anticipated range.

    The Company believes it will have
adequate liquidity to continue to grow its revenues and to satisfy its capital
needs for the foreseeable future.

    Critical Accounting
Estimates, page 27

    2.           Please
note that the critical accounting policy section is intended to highlight those
areas that require significant estimates and management judgment as well as
those areas that involve a choice of accounting policy where different policies
could produce materially different results. In future filings, please revise the
discussion of your critical accounting policies to focus on the assumptions and
uncertainties that underlie your critical accounting estimates, rather than
duplicating the disclosure of significant accounting policies in the financial
statement footnotes. Please also quantify, where material, and provide an
analysis of the impact of critical accounting estimates on your financial
position and results of operations for the periods presented, including the
effects of and reasons for changes in critical accounting estimates between
periods. In addition, please include a qualitative and quantitative analysis of
the sensitivity of reported results to reasonably likely changes in your
assumptions, judgments, and estimates, including the likelihood of obtaining
materially different results if different assumptions were applied. For example,
please expand your allowance for credit loss disclosures to more specifically
discuss the significant estimates involved in your accounting and supplement
your discussion by providing quantitative analysis. Please consider disclosing
further information about your allowance for credit loss percentage, delinquency
levels, collateral values, and other significant estimates utilized, and
addressing in more detail how the current economic downturn has impacted these
assumptions and estimates. Please refer to SEC Release No. 33-8350.

        3

    Response:

    The
Company only has one Critical Accounting Estimate as over 80% of assets are in
Finance Receivables, net. There are no other estimates that we consider to be
significant or material and as such we have focused only on the one critical
accounting estimate.

    As to
additional information, we have considered additional disclosures but as
America’s Car-Mart is the only publicly traded company in the industry we serve
and since our primary competitors are smaller mom-and-pop or regional companies,
we would like to maintain our current disclosures relating to delinquencies and
to not provide specific information on collateral values, average per loan
charge-offs or other company specific factors. We do fully disclose 30+ and 90+
delinquent accounts. Additionally, we do provide information as to the value of
inventory involved in repossessions and fully disclose all components of our
credit losses. We have first hand knowledge that our competitors review our
filings and can gain competitive benefits. To provide specific information on
average charge-off losses and collateral values could cause us competitive harm.
We do disclose the ranges of purchase prices for the vehicles we sell and the
terms of our notes.

    Excerpt
from 10-K, page 27:

    The
Company maintains an allowance for credit losses on an aggregate basis at a
level it considers sufficient to cover estimated losses in the collection of its
finance receivables. At April
30, 2008, the weighted average total loan term was 27.2 months with 19.5 months
remaining. The reserve amount in the allowance for credit losses, $44.8 million,
was 22% of the principal balance in Finance Receivables of $208.2 million, less
unearned payment protection plan revenue of $4.6 million. The estimated reserve
amount is the Company’s anticipated future net charge-offs for losses incurred
through the balance sheet date. The allowance was established at a level that
takes into account historical credit loss experience (both timing and severity
of losses), with consideration given to recent credit loss trends and changes in
loan characteristics (i.e., average amount financed, months outstanding at loss
date, term and age of portfolio), delinquency levels, collateral values,
economic conditions and underwriting and collection practices. The allowance for
credit losses is reviewed at least quarterly by management with any changes
reflected in current operations.  The calculation of the allowance for
loan losses uses the following primary factors:

              ·

              The
      number of units repossessed or charged-off as a percentage of total units
      financed over specific historical periods of
  time.

              ·

              The
      average net repossession and charge-off loss per unit during the last
      eighteen months, segregated by the number of months since the loan
      origination date, and adjusted for the expected future average net
      charge-off loss per unit.  About 50% of the charge-offs that
      will ultimately occur in the portfolio are expected to occur within 10-11
      months following the balance sheet date.  The average age of an
      account at charge-off date is 11.5
months.

        4

                ·

              The
      timing of repossession and charge-off losses relative to the date of sale
      (i.e., how long it takes for a repossession or charge-off to occur) for
      repossessions and charge-offs occurring during the last eighteen
      months.

    A
point estimate is produced by this analysis which is then supplemented by any
positive or negative subjective factors to arrive at an overall reserve amount
that management considers to be a reasonable estimate of incurred losses that
will be realized via actual charge-offs.

    Although
it is at least reasonably possible that events or circumstances could occur in
the future that are not presently foreseen which could cause actual credit
losses to be materially different from the recorded allowance for credit losses,
the Company believes that it has given appropriate consideration to all relevant
factors and has made reasonable assumptions in determining the allowance for
credit losses. Periods of
economic downturn do not necessarily lead to increased credit losses as the
Company provides basic affordable transportation to customers that, for the most
part, do not have access to public transportation.  The effectiveness
of the execution of internal policies and procedures within the collections area
has historically had a more significant effect on collection results than
macro-economic issues. A 1% change, as a percentage of
finance receivables, in the allowance for credit losses would equate to an
approximate pre-tax charge of $2 million.

    Financial Statements for the
Fiscal Year Ended April 30, 2008

    Statements of Operations,
page 33

    3.           Based
on your disclosures, we assume that your presentation of cost of sales excludes
any charges for depreciation and amortization. If our understanding is correct,
please revise the caption for cost of sales consistent with the guidance in SAB
Topic 11:B.  Additionally, please briefly describe the types of
expenses that you classify as cost of sales, either in the footnotes to your
financial statements or in MD&A, as we believe this assists your readers
when comparing you to other companies.

    Response:

    In future
filings we will revise the caption for Cost of Sales to “Cost of Sales-excluding depreciation
shown below”. Additionally, we will describe the types of expenses that
are classified as cost of sales in the footnotes to the financial statements.
These items include costs incurred to ready the vehicle for sale such as license
and title costs, gasoline, transport services, repairs, etc.

    Note B – Summary of
Significant Accounting Policies, page 36

    4.           We
assume by the lack of segment disclosures that you have one reportable segment.
Please tell us if you aggregate any operating segments into your single
reportable segment. If so, please tell us how your operating segments are
structured and how they meet the aggregation criteria of paragraph 17 of SFAS
131, including how you

        5

    determined the aggregated operating
segments have similar long-term average gross margins, and disclose that
operating segments have been aggregated in accordance with paragraph 26.(a.) of
SFAS 131. If you only have one operating and reportable segment under SFAS 131,
please explain to us how you reached this conclusion, and consider clearly
disclosing this fact as we believe this provides useful information to your
investors about how management views your company.

    Response:

    The
following discussion will be added to all future filings in accordance with SFAS
131:

    The
Company has one operating and reportable segment under SFAS 131. The Company
operates in the Buy Here/Pay Here segment of the used car market, also referred
to as the Integrated Auto Sales and Finance industry.  In this
industry, the nature of the sale and the financing of the transaction, financing
processes, the type of customer and the methods used to distribute the Company’s
products and services, including the actual servicing of the loans as well as
the regulatory environment in which the Company operates all have similar
characteristics.  Each of our individual lots are similar in nature
and only engage in the selling and financing of used vehicles. All individual
lots have similar operating characteristics.  As such, individual lots
have been aggregated into one operating segment.

    Finance Receivables,
Repossessions and Charge-offs and Allowance for Credit Losses, page
37

    5.           We
have reviewed your disclosures regarding your finance receivable and allowance
for credit losses and have the following comments:

              ·

              Tell
      us and revise future filings to describe in further detail how you
      determine your allowance for credit losses. Please cite the accounting
      guidance you utilize in recording your allowance and

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
        June 13, 2007
Mr. Jeffrey A. Williams
Chief Financial Officer
America’s Car-Mart, Inc.
802 Southeast Plaza Ave.
Suite 200
Bentonville, AR  72712

Re: America’s Car-Mart, Inc.
  Form 10-K for the Fiscal Year Ended April 30, 2006
  Filed July 14, 2006
  Form 10-Q for the Quarterly Period Ended January 31, 2007
  Filed March 12, 2007
  File No. 0-14939

Dear Mr. Williams:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time.

Sincerely,

William Choi
Branch Chief

CORRESP
1
filename1.htm

      Response Letter to the SEC

              AMERICA’S
                CAR-MART, INC.

               802
                S.E. Plaza Ave. Suite 200

              PO
                Box 2580

              Bentonville,
                Ar 72712

              Phone:
                479-464-9944

              Fax:
                479-464-4234

               www.car-mart.com

    May
      10,
      2007

    VIA
      EDGAR

    Scott
      Ruggiero

    Staff
      Accountant

    Division
      of Corporation Finance

    Securities
      and Exchange Commission

    100
      F
      Street, N.E.

    Washington,
      D.C. 20549

              RE:

                America’s
                  Car-Mart, Inc.

                  Form
                    10-K for the Fiscal Year Ended April 30, 2006 Filed 7-14-06

                  For
                    10-Q for the Quarter Ended 1-31-07

                  File
                    No. 0-14939

    Dear
      Mr.
      Ruggiero:

    On
      behalf
      of America’s Car-Mart, Inc. (the “Company”), this responds to your letter dated
      April 26, 2007 regarding the Company’s Annual Report on Form 10-K for the year
      ended April 30, 2006 and for the Quarterly Report on Form 10-Q for the period
      ended January 31, 2007. For ease of reference, your comments are set forth
      below, followed by our response.

    Form
      10-K for the Fiscal Year ended April 30,2006

    Management’s
      Discussion and Analysis of Financial Condition and Results of Operations, page
      20

    Contractual
      Obligations, page 27

    Comment

              1.

              Please
                revise your tabular disclosure of contractual obligations in future
                filings to include estimated interest payments on your debt. Since
                the
                table is aimed at increasing transparency of cash flow, we believe
                these
                payments should be included in the table. A footnote to the table
                should
                provide appropriate disclosures regarding how you estimated the interest
                payments. If you choose not to include these payments, a footnote
                to the
                table should clearly identify the excluded item and provide any additional
                information that is material to an understanding of your cash
                requirements. See item 303(a)(5) of Regulation S-K and footnote 46
                to SEC
                Release No. 33-8350.

    Response

    We
      acknowledge your comment. The Company will include estimated interest payment
      on
      our debt in the Contractual Obligations table along with appropriate disclosures
      regarding how we estimated the interest payments in accordance with the guidance
      in Item 303(a)(5) of Regulation S-K and SEC Release No.
      33-8350.

      Scott
        Ruggiero

      May
        10,
        2007

      Page
        2 of
        4

    Consolidated
      Balance Sheets, page 33

    Comment

              2.

              We
                noted from your disclosure at page 39 that you include goodwill in
                the
                “Prepaid expenses and other assets” line item of your balance sheet. In
                future filings, please present goodwill as a separate line item.
                Refer to
                paragraph 43 of SFAS 142.

    Response

    In
      future
      filings, the Company will present goodwill as a separate line item from “prepaid
      expenses and other assets” in accordance with the guidance provided in SFAS 142,
      paragraph 43.

    Comment

              3.

              We
                note that the equity section of your April 30, 2006 balance sheet
                does not
                sum correctly. In addition, we note that your additional paid-in
                capital
                balances as of April 30, 2006 and 2005 do not agree to the amounts
                presented in your consolidated statement of stockholders’ equity for the
                corresponding year end dates. Please correct these amounts as appropriate
                in future filings.

    Response

    The
      error
      occurred during a final adjustment proposed by draft review comments to separate
      treasury stock from common stock. The adjusted amounts were not picked up
      correctly in the final printing draft used for the Edgar submittal. We will
      correct these errors in our future filings.

    Consolidated
      Statements of Cash Flows, page 35

    Comment

              4.

              We
                note that you present the proceeds from and repayments of your revolving
                credit facility on a net basis. It does not appear from your disclosure
                at
                page 44 that the turnover of your revolving credit facility is quick.
                Therefore, please revise your statements of cash flows to present
                these
                amounts on a gross basis. Please refer to paragraph 13 of SFAS 95.
                Also,
                please revise your statements of cash flows to include cash overdrafts
                in
                the financing activities section.

    Response

    In
      future
      filings, the Company will present the proceeds from and repayments of our
      revolving credit facility on a gross basis in accordance with SFAS 95, paragraph
      13 and cash overdrafts, if any, in the financing activities
      section.

      Scott
        Ruggiero

      May
        10,
        2007

      Page
        3 of
        4

    Notes
      to Consolidated Financial Statements, page 37

    B
      - Summary of Significant Accounting Policies, page 37

    Inventory,
      page 39

    Comment

              5.

              Please
                tell us the basis for your statement that the fair value of repossessed
                vehicles approximates wholesale value considering that your retail
                outlets
                allow you to offer repossessed vehicles at retail
                prices.

    Response

    The
      fair
      value of repossessed vehicles is determined by the amount our wholesalers would
      purchase the vehicle from us or similarly by the price the wholesaler would
      sell
      that same vehicle back to us for. Whether we repossessed that vehicle or
      purchased a comparable vehicle from our wholesaler, the vehicle value (or cost)
      would be the same and represents the fair value of that vehicle.

    Our
      retail price is based upon a formula which marks up the cost (or fair value)
      of
      the vehicle to a retail price. Therefore, repossessed vehicles on our inventory
      listing approximate the price we would get from our wholesaler which is the
      same
      price our wholesaler would sell that same vehicle back to us for.

    Exhibit
      31.1 and 31.2

    Comment

              6.

              We
                note the identification of the certifying individuals at the beginning
                of
                the certifications required by Exchange Act Rule 13a-14(a) also includes
                the titles of the certifying individuals. In future filings, the
                identification of the certifying individuals at the beginning of
                the
                certification should be revised so as not to include the individual’s
                titles.

    Response

    In
      future
      filings, we will not include the titles of the certifying individuals at the
      beginning of the certifications required by Exchange Act Rule
      13a-14(a).

    Form
      10-Q for the Fiscal Quarter Ended January 31, 2007

    Consolidated
      Statements of Cash Flows, page 4

    Comment

              7.

              We
                note from your presentation and from your disclosure at page 7 that
                you
                reported $127,000 of excess tax benefits related to your equity
                instruments in the financing activities section of your statements
                of cash
                flows. Note that you should also report this amount as a reconciling
                item
                in the operating activities section. Please revise your statements
                of cash
                flows accordingly. Refer to paragraph 23(c) of SFAS 95 and paragraph
                68 of
                SFAS 123(R).

      Scott
        Ruggiero

      May
        10,
        2007

      Page
        4 of
        4

    Response

    We
      reported the $127,000 in excess tax benefits in the operating activities
      section; however, we incorrectly netted the amount with the change in income
      tax
      payable. In future filings, we will revise our statements of cash flows to
      separately state excess tax benefits as a cash outflow from operating activities
      and a cash inflow from financing activities in accordance with paragraph 68
      of
      SFAS 123(R).

    The
      Company hereby acknowledges that:

              ·

              the
                Company is responsible for the adequacy and accuracy of the disclosure
                in
                the filings;

              ·

              comments
                by the staff of the Securities and Exchange Commission or changes
                to
                disclosure in response to staff comments do not foreclose the Commission
                from taking any action with respect to the filings;
                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.

    If
      you
      should have any questions or further comments with respect to the Company’s
      filings, please direct them to me at (479) 418-8021.

              Very
                truly yours,

              /s/
                Jeffrey A. Williams

              Jeffrey
                A. Williams

              Vice
                President Finance and

              Chief
                Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
        April 26, 2007
Mr. Jeffrey A. Williams
Chief Financial Officer
America’s Car-Mart, Inc.
802 Southeast Plaza Ave.
Suite 200
Bentonville, AR  72712

Re: America’s Car-Mart, Inc.
  Form 10-K for the Fiscal Year Ended April 30, 2006
  Filed July 14, 2006
  Form 10-Q for the Quarterly Period Ended January 31, 2007
  Filed March 12, 2007
  File No. 0-14939

Dear Mr. Williams:

We have reviewed your filing and have the following comments.  We have limited our
review to your financial statements and related disclosures and do not intend to expand our
review to other portions of your document.  Please be as detailed as necessary in your explanations.  Where indicated, we think you should revise your disclosures in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year ended April 30, 2006

Mr. Jeffrey A. Williams
America’s Car-Mart, Inc.
April 26, 2007 Page 2

Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
20

Contractual Obligations, page 27

1. Please revise your tabular disclosure of contractual obligations in future filings to include estimated interest payments on your debt.  Since the table is aimed at increasing transparency of cash flow, we believe these payments should be included in the table.  A footnote to the table should provide appropriate disclosures regarding how you estimated the interest payments.  If you choose not to include these payments, a footnote to the table should clearly identify the excluded item and provide any additional information that is material to an understanding of your cash requirements.  See Item 303(a)(5) of Regulation S-K and footnote 46 to SEC Release No. 33-8350.

Consolidated Balance Sheets, page 33

2. We noted from your disclosure at page 39 that you include goodwill in the “Prepaid expenses and other assets” line item of your balance sheet.  In future filings, please present goodwill as a separate line item.  Refer to paragraph 43 of SFAS 142.

3. We note that the equity section of your April 30, 2006 balance sheet does not sum correctly.  In addition, we note that your additional paid-in capital balances as of April 30, 2006 and 2005 do not agree to the amounts presented in your consolidated statement of stockholders’ equity for the corresponding year end dates.  Please correct these amounts as appropriate in future filings.

Consolidated Statements of Cash Flows, page 35

4. We note that you present the proceeds from and repayments of your revolving credit facility on a net basis.  It does not appear from your disclosure at page 44 that the turnover of your revolving credit facility is quick.  Therefore, please revise your statements of cash flows to present these amounts on a gross basis.  Please refer to paragraph 13 of SFAS 95.  Also, please revise your statements of cash flows to include
cash overdrafts in the financing activities section.

Notes to Consolidated Financial Statements, page 37

Mr. Jeffrey A. Williams
America’s Car-Mart, Inc.
April 26, 2007 Page 3

B – Summary of Significant Accounting Policies, page 37

Inventory, page 39

5. Please tell us the basis for your statement that the fair value of repossessed vehicles approximates wholesale value considering that your retail outlets allow you to offer repossessed vehicles at retail prices.

Exhibit 31.1 and 31.2

6. We note the identification of the certifying individuals at the beginning of the certifications required by Exchange Act Rule 13a-14(a) also includes the titles of the certifying individuals.  In future filings, the identification of the certifying individuals at
the beginning of the certification should be revised so as not to include the individuals’ titles.

Form 10-Q for the Fiscal Quarter Ended January 31, 2007

Consolidated Statements of Cash Flows, page 4

7. We note from your presentation and from your  disclosure at page 7 that you reported
$127,000 of excess tax benefits related to your equity instruments in the financing activities section of your statements of cash flows.  Note that you should also report this amount as a reconciling item in the operating activities section.  Please revise your statements of cash flows accordingly.  Refer to paragraph 23(c) of SFAS 95 and paragraph 68 of SFAS 123(R).

* * * * *

 Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a cover letter that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our 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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

Mr. Jeffrey A. Williams
America’s Car-Mart, Inc.
April 26, 2007 Page 4

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

‚ staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking 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.

In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corpor ation Finance in our review of your filing or
in response to our comments on your filing.

 You may contact Scott Ruggiero at (202) 551-3331 or, in his absence, Regina Balderas at
(202) 551-3722  if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3716 with any other questions.

Sincerely,

William Choi
Branch Chief