SecProbe.io

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    CARPARTS.COM, INC.

    January 20, 2026

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporate Finance

    100 F Street, N.E.

    Washington, D.C. 20549

          Re:

            CarParts.com, Inc.—Registration Statement on Form S-3 (File No. 333-292736)

    Ladies and Gentlemen:

    In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration
      Statement on Form S-3 (File No. 333-292736) (the “Registration Statement”) of CarParts.com, Inc. (the “Company”). We respectfully request that the Registration Statement be declared effective as of 4:00 p.m., Eastern time, on January 22, 2026, or as
      soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Dorsey & Whitney LLP, by calling Dan Lyman at (801) 933-4028.

    Very truly yours,

            CARPARTS.COM, INC.

            /s/ David Meniane

            David Meniane

            Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 16, 2026

David Meniane
Chief Executive Officer
CarParts.com, Inc.
2050 W. 190th Street, Suite 400
Torrance, California 90504

 Re: CarParts.com, Inc.
 Registration Statement on Form S-3
 Filed January 14, 2026
 File No. 333-292736
Dear David Meniane:

 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 Scott Anderegg at 202-551-3342 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
August 10, 2020
Alfredo Gomez
General Counsel
CarParts.com, Inc.
2050 W. 190th Street
Torrance, California 90504
Re:CarParts.com, Inc.
Registration Statement on Form S-3
Filed August 5, 2020
File No. 333-240467
Dear Mr. Gomez:
            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 Daniel Morris at (202) 551-3314 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Anthony Epps, Esq.

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    CARPARTS.COM, INC.

    August 10, 2020

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporate Finance

    100 F Street, N.E.

    Washington, D.C. 20549

          Re:

            CarParts.com, Inc.—Registration Statement on Form S-3 (File No. 333-240467)

    Ladies and Gentlemen:

    In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-240467) (as amended, the
      “Registration Statement”) of CarParts.com, Inc. (the “Company”). We respectfully request that the Registration Statement be declared effective as of 2:00 p.m., Eastern time, on August 11, 2020, or as soon as practicable thereafter. Once the
      Registration Statement has been declared effective, please orally confirm that event with our counsel, Dorsey & Whitney LLP, by calling Anthony Epps at (303) 968-7892.

    Very truly yours,

    CARPARTS.COM, INC.

    /s/ David Meniane

    David Meniane

    Chief Financial Officer and Chief Operating Officer

Mail Stop 3561

July 20, 2018

Neil Watanabe
Chief Financial Officer
U.S. Auto Parts Network, Inc.
16941 Keegan Avenue
Carson, CA 90746

Re: U.S. Auto Parts Network, Inc.
 Form 10-K for the Fiscal Year Ended December 30, 2017
Filed March 14, 2018
File No. 1 -33264

Dear Mr. Watanabe :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
Office of Consumer Products

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16941 Keegan Ave., Carson CA 90746

Phone & Fax (310) 735-0085

Mr. William H. Thompson, Accounting Branch Chief

Mr. Adam Phippen, Staff Accountant

Office of Consumer Products

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549-3561

July 19, 2018

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

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

Filed March 14, 2018

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

Filed May 9, 2018

File No. 1-33264

Dear Messrs. Thompson and Phippen:

This letter is being transmitted by U.S. Auto Parts Network, Inc. (the “Company”) in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”), by letter dated June 7, 2018 (the “Comment Letter”), with respect to the Company’s Form 10-K filed March 14, 2018 and the Company’s 10-Q filed May 9, 2018.  The text of the Staff’s comments has been included in this letter in bold for your convenience, and we have numbered the paragraphs below to correspond to the numbering of the Comment Letter.

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

ITEM 9A. CONTROLS AND PROCEDURES

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

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

We note the Staff’s comment  and as a result, beginning with our Form 10-K for the period ended December 29, 2018, we will revise as necessary to provide a statement that our registered public accounting firm that audited the financial statements included in the annual report has issued an attestation report on our internal control over financial reporting.

FINANCIAL STATEMENTS

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

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

We note the Staff’s question regarding our disclosures and respectfully submit the following explanation.  With the dissolution of our AutoMD operations, we no longer have any subsidiaries that are not wholly owned.  Therefore all amounts related to noncontrolling interests fall under our discontinued operations and were not material enough to be broken out separately under the discontinued heading.

Notes to Consolidated Financial Statements

Note 6 - Borrowings, page F-18

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

We note the Staff’s question regarding our Credit Agreement disclosures and respectfully submit the following response.  Beginning with our next quarterly filing and for all quarterly and annual filings going forward, we will revise our footnote disclosures to include language stating that we are required to obtain written consent from JPMorgan Chase Bank prior to paying any dividends on, or making any distributions with respect to common stock.

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

Part I. FINANCIAL INFORMATION

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

Executive Summary, page 15

4. Reference is made to your disclosure of Adjusted EBITDA in the first paragraph. Item 10(e)(1)(i)(A) of Regulation S-K requires that when a registrant presents a non-GAAP measure it must present the most directly comparable GAAP measure with equal or greater prominence. Please revise to disclose the comparable GAAP measure with equal or greater prominence. Refer also to Question 102.10 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations.

We note the Staff’s comment and the inadvertent omission of net income, the comparable GAAP measure, from the first paragraph. In future filings, we will revise this paragraph to include net income and whenever disclosing a non-GAAP measure, we will continue to show with equal or greater prominence the most directly comparable financial measure or measures calculated and presented in accordance with GAAP.

*******

Please do not hesitate to contact the undersigned if you require any further information regarding the foregoing clarifications.

In addition, we acknowledge that:

•

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

•

 Staff comments or changes to the disclosure in response to Staff comments do not foreclose the SEC 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 SEC or any person under the federal securities laws of the United States.

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

Very truly yours,

/s/ Neil Watanabe

Neil Watanabe

Chief Financial Officer

Cc:     Adam Phippen, SEC Staff Accountant

Mail Stop 3561

June 7, 2018

Neil Watanabe
Chief Financial Officer
U.S. Auto Parts Network, Inc.
16941 Keegan Avenue
Carson, CA 90746

Re: U.S. Auto Parts Network, Inc.
 Form 10-K for the Fiscal Year Ended December 30, 2017
Filed March 14, 2018
Form 10 -Q for the Quarterly Period Ended March 31, 2018
Filed May 9, 2018
File No. 1 -33264

Dear Mr. Watanabe :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

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

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

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

ITEM 9A. CONTROLS AND PROCEDURES

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

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

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

 FINANCIAL STATEMENTS

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

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

Notes to Consolidated  Financial Statements

Note 6 – Borrowings, page F -18

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

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

Part I. FINANCIAL INFORMATIO N

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

Executive Summary, page 15

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

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

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

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

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
Office of Consumer Products

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16941 Keegan Ave., Carson CA 90746

Phone & Fax (310) 735-0089

Ms. Tiffany Piland Posil, Special Counsel

Mr. David Plattner, Special Counsel

Office of Mergers and Acquisitions

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549-3561

May 31, 2018

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

Preliminary Proxy Statement on Schedule 14A

Filed May 17, 2018

File No. 001-33264

Dear Ms. Posil and Mr. Plattner:

This letter is being transmitted by U.S. Auto Parts Network, Inc. (the “Company”) in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”), by letter dated May 24, 2018 (the “Comment Letter”), with respect to the Company’s Preliminary Proxy Statement on Schedule 14A filed on May 17, 2018 (the “Preliminary Proxy”). The text of the Staff’s comments has been included in this letter in bold for your convenience, and we have numbered the paragraphs below to correspond to the numbering of the Comment Letter.

Voting; Quorum, page 1

1.

 We note the parenthetical disclosure on page 2 that indicates that nominees other than broker nominees are able to cast broker non-votes.  Please advise us of the support on which the Company relied to conclude that non-broker nominees may remain eligible to submit broker non-votes, or otherwise revise to clarify that only a broker may submit a broker non-vote.

Response:  Pursuant to the Staff’s comment, we have revised the language to remove the reference that nominees other than broker nominees are able to cast broker non-votes.

Preliminary Proxy Card

2.

 We note the following text on the proxy card, which appears to be incomplete: “NOTE: Such other business, if any, as may properly come before the Annual Meeting, or any adjournment, postponement or extension thereof.”  Please clarify the meaning of this text.  If the intention is to reserve the designated proxies’ right to use discretionary authority, please make a clear statement to that effect and indicate that such authority is limited by Rule 14a- 4(c).

Response:  Pursuant to the Staff’s comment, we have revised the preliminary proxy card to provide the requested language.

*******

Please do not hesitate to contact the undersigned if you require any further information regarding the foregoing clarifications.

In addition, we acknowledge that:

•

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

•

 Staff comments or changes to the disclosure in response to Staff comments do not foreclose the SEC 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 SEC or any person under the federal securities laws of the United States.

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

Very truly yours,

/s/ David Eisler

David Eisler

SVP, Chief Legal and Administrative Officer

May 24 , 2018

David Eisler
SVP, Chief Legal and Administrative Officer
U.S. Auto Parts Network, Inc.
16941 Keegan Avenue
Carson, CA 90746

Re: U.S. Auto Parts Network, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed May 17, 2018
File No. 00 1-33264

Dear Mr. Eisler :

We have review ed the filing referenced above and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand the disclosure.

Please respond to this letter by amending the filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to the facts a nd circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to the filing and the information you provide in response
to these comments, we may have additional comments.   Please note t hat capitalized terms used
but not defined herein have the meanings ascribed to them in the filing.

Voting; Quorum, page 1

1. We note the parenthetical disclosure on page 2 that indicates that nominees other than broker
nominees are able to cast broker non -votes.  Please advise us of the support on which the
Company  relied to conclude that non -broker nominees may remain eligible to submit broker
non-votes, or otherwise revise to clarify that only a broker  may submit a broker non -vote.

Preliminary  Proxy  Card

2. We note the following text on the proxy card, which appears to be incomplete:  “NOTE:
Such other business, if any, as may properly come before the Annual Meeting, or any
adjournment, postponement or extension thereof.”  Please clarify the meaning of this t ext.  If
the intention is to reserve the designated proxies’ right to  use discretionary authority , please
make a clear statement to that effect and indicate that such authority is limited by Rule 14a -
4(c).

David Eisler
U.S. Auto Parts Network, Inc .
May 24 , 2018
Page 2

  Please contact David Plattner, Special Counsel, at (202) 551 -8094, or me , at (202)  551-
3589 , if you have any questions regarding our comments.

Sincerely,

 /s/ Tiffany Piland Posil

Tiffany Piland Posil
Special Counsel
Office of Mergers and Acquisitions

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U.S. Auto Parts Network, Inc.

16941 Keegan Avenue

Carson, CA 90746

September 1, 2016

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

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

Registration Statement on Form S-3

Filed August 19, 2016

File No. 333-213223

Ladies and Gentlemen:

Pursuant to Rules 460 and 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective at 4:00 p.m. Eastern Time on September 6, 2016 or as soon thereafter as is practicable.

The undersigned registrant hereby acknowledges that:

•

 should the Commission or its staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

U.S. Auto Parts Network, Inc.

By:  /s/ Neil T. Watanabe

Neil T. Watanabe

Chief Financial Officer

Mail Stop 3561
June 7 , 2016

Shane Evangelist
Chief Executive Officer
U.S. Auto Parts Network, Inc.
16941 Keegan Avenue
Carson, California 90746

Re: U.S. Auto Parts Network, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed April 8, 2016
File No. 001 -33264

Dear Mr. Evangelist :

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 laws 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/ Lisa M. Kohl for

Mara L. Ranso m
Assistant Director
Office of Consumer Products

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16941 Keegan Ave, Carson CA 90746

Phone & Fax (310) 735-0089

Ms. Lisa M. Kohl, Legal Branch Chief

Daniel Porco, Staff Attorney

Office of Consumer Products

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549-3561

April 20, 2016

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

Preliminary Proxy Statement on Schedule 14A

Filed April 8, 2016

File No. 001-33264

Dear Ms. Kohl and Mr. Porco:

This letter is being transmitted by U.S. Auto Parts Network, Inc. (the “Company”) in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”), by letter dated April 18, 2016 (the “Comment Letter”), with respect to the Company’s Preliminary Proxy Statement on Schedule 14A filed on April 8, 2016 (the “Preliminary Proxy”). The text of the Staff’s comments has been included in this letter in bold for your convenience, and we have numbered the paragraphs below to correspond to the numbering of the Comment Letter.

1.

 We note disclosure in the proxy statement to the effect that a stockholder granting the Company a proxy confers discretionary authority on “any other business that may properly come before the Annual Meeting.”  It appears you intend this discretionary authority to include any adjournment or postponement of the Annual Meeting.  Please revise, consistent with the parameters of discretionary authority conferred with a proxy, as outlined in Rule 14a-4(c) and (d).  Note that if you wish to use the proxies to vote to adjourn the meeting to solicit additional proxies, this must be listed as a separate matter on the proxy card and in the proxy statement.

 Response:  Pursuant to the Staff’s comment, we have revised the language set forth in the notice filed with the proxy statement to avoid the appearance that we intend to have discretionary authority to adjourn or postpone the meeting.  We have also added language elsewhere in the proxy statement to clarify that if a quorum is not present at the meeting, the holders of a majority of shares present at the meeting in person or represented by proxy may adjourn the meeting to another date.

Voting; Quorum, page 2

2.

 Please provide additional disclosure about how a “Withheld” vote will affect the outcome of Proposal One in view of the plurality voting standard in effect for the election of directors.  If you have a director resignation policy that is triggered if a nominee receives a certain number of “Withheld” votes, please disclose this policy.

Response:  Pursuant to the Staff’s comment, we have added the below language on page 2 of the proxy statement.  The Company does not have a director resignation policy that is triggered if a nominee receives a certain number of “Withheld” votes.

Directors are elected by a plurality of votes of the holders of shares present in person or by proxy and entitled to vote on the election of directors.  The three nominees receiving the highest number of “For” votes from the holders of shares present in person or represented by proxy and entitled to vote on the election of directors will be elected.  “Withhold” votes will not be counted as votes cast, and, therefore, will have no effect on the election of directors.

3.

 Please state whether holders of your common stock and Series A Convertible Preferred vote together as a single class.

 Response:  Pursuant to the Staff’s comment, we have added the requested disclosure.

Proxies, page 2

4.

 You state that the ratification of the appointment of RSM LLP as the Company´s independent auditors is considered a routine matter and therefore brokers are entitled to vote shares held in street name.  However, it is our understanding that exchange rules do not permit discretionary voting by brokers or other nominees on any matter in a contested solicitation.  Please revise or advise.  Please also revise your disclosure to describe the impact of broker non-votes for purposes of establishing a quorum.

Response:  Pursuant to the Staff’s comment, we have revised the disclosure to state that since we have received notice from Cannell Capital stating that it intends to nominate its own slate of directors, all of the proposals in our proxy statement are considered “non-routine” and brokers therefore cannot vote shares held for a beneficial owner on any proposal.  In addition, we disclosed that broker non-votes are counted towards a quorum, but are not counted for any purpose in determining whether any matter has been approved.

Letter from Cannell Capital LLC, page 3

5.

 Please summarize the topics discussed during the investor meeting that occurred on March 14, 2016.  Please provide additional detail regarding the number of meetings, in phone or in person that you had with Cannell Capital before the March 14, 2016 meeting.

Response:  Pursuant to the Staff’s comment, we disclosed that prior to receiving the letter from Cannell on March 21, 2016, the Company met with Cannell in person or over the phone on September 10, 2015, December 11, 2015, and March 14, 2016.  During each of these meetings, the Company presented a summary of the Company’s financials for the prior fiscal quarter.

6.

 We note the disclosure that Cannell Capital’s nominees “would be reviewed by the Company’s Nominating and Corporate Governance Committee.”  Please provide additional detail about the context of any such review, including whether the nominees are being reviewed for purposes of future nominations.

Response: Pursuant to the Staff’s comment, we disclosed that subsequent to the meeting with Cannell, on April 8, 2016, the Nominating and Corporate Governance Committee met and determined that the nominees proposed by Cannell did not possess the skills or expertise necessary to enhance the diversity of the Company’s Board of Directors and therefore would not be recommended as director nominees to the Company’s Board of Directors or reviewed for purposes of future nominations.

Solicitation, page 3

7.

 Please disclose the total amount estimated to be spent and the total expenditures to date in connection with this solicitation.  Please see Item 4(b)(4) of Schedule 14A.

Response: Pursuant to the Staff’s comment, we revised the disclosure to state that since we do not anticipate retaining a proxy solicitation firm, we have not incurred, nor do we expect to incur, any expenses in connection with the solicitation.

Proposal One, Election of Directors, page 5

8.

 We note the disclosure that “[e]ach nominee for election is currently a member of our Board of Directors and has agreed to serve if elected.”  Please confirm that each of the director nominees has also consented to be named in the proxy.  Refer to Rule 14a-4(d)(1) and (4).

Response:  Each member of the director nominees has consented to be named in the proxy statement.  The disclosure has been revised accordingly.

9.

 We note your disclosure that in the event a nominee is unable to serve or declines to serve at the time of the Annual Meeting, the proxies will be voted for any nominee who is designated by the present Board of Directors to fill the vacancy.  Please revise the scope of this statement, consistent with the scope of the discretionary authority outlined in Rule 14a-4(c)(5).

Response:  Pursuant to the Staff’s comment, we have clarified that we will exercise discretionary authority to vote for a substitute director nominee only in the event that any of the director nominees named in the proxy statement is unable to serve or for good cause will not serve at the time of the meeting.

10.

 Please confirm that should the Board lawfully identify or nominate a substitute nominee before the meeting, the company will file an amended proxy statement that (1) identifies the substitute nominees, (2) discloses whether such nominees have consented to being named in the revised proxy statement and to serve if elected and (3) includes the disclosures required by Items 5(b) and 7 of Schedule 14A with respect to such nominees.

Response:   The Company hereby confirms that should the Board lawfully identify or nominate a substitute nominee before the meeting, the Company will file an amended proxy statement that (1) identifies the substitute nominees, (2) discloses whether such nominees have consented to being named in the revised proxy statement and to serve if elected and (3) includes the disclosures required by Items 5(b) and 7 of Schedule 14A with respect to such nominees.

Annex A - Supplemental Information Regarding Participants

11.

  In light of the requirement under Item 5(b)(1)(iii) of Schedule 14A to state whether or not any of the participants have been the subject of criminal convictions within the last ten years, please provide us with a written reply made on behalf of each participant in response to this line item notwithstanding the fact that a negative response need not be disclosed in the proxy statement filed on Schedule 14A.

Response:   The Company hereby confirms that no participants have been the subject of criminal convictions within the last ten years.

Proxy Card

12.

 Please mark the form of proxy card as preliminary as required by Rule 14a-6(e)(1).

Response:   Pursuant to the Staff’s comment, we have marked the form of proxy card as preliminary.

*******

Please do not hesitate to contact the undersigned if you require any further information regarding the foregoing clarifications.

In addition, we acknowledge that:

•

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

•

 Staff comments or changes to the disclosure in response to Staff comments do not foreclose the SEC 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 SEC or any person under the federal securities laws of the United States.

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

Very truly yours,

/s/ David Eisler

David Eisler

VP, General Counsel

Mail Stop 3561
April 18, 2016

Shane Evangelist
Chief Executive Officer
U.S. Auto Parts Network, Inc.
16941 Keegan Avenue
Carson, California 90746

Re: U.S. Auto Parts Network, Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed April 8, 2016
File No. 001 -33264

Dear Mr. Evangelist :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better  understand your
disclosure.

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

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

Proxy Statement

1. We note disclosure in the proxy statement to the effect that a stockholder granting the
Company a pro xy confers discretionary authority on “any other business that may
properly come before the Annual Meeting.”  It appears you intend this discretionary
authority to include any adjournment or postponement of the Annual Meeting.  Please
revise, consistent wi th the parameters of discretionary authority conferred with a proxy,
as outlined in Rule 14a -4(c) and (d).  Note that if you wish to use the proxies to vote to
adjourn the meeting to solicit additional proxies, this must be listed as a separate matter
on the proxy card and in the proxy statement.

Shane Evangelist
U.S. Auto Parts Network, Inc.
April 1 8, 2016
Page 2

 Voting; Quorum, page 2

2. Please provide additional disclosure about how a “Withheld” vote will affect the outcome
of Proposal One  in view of the  plurality voting standard in effect for the election of
directors .  If you have a director resignation policy that is triggered if a nominee receives
a certain number of “Withheld” votes, please disclose this policy.

3. Please state whether holders of your common stock and Series A Convertible Preferred
vote together as  a single class.

Proxies, page 2

4. You state that the ratification of the appointment of RSM LLP  as the Company´s
independent auditors is considered a  routine  matter and therefore broker s are entitled to
vote shares held in street name.  However, it is our understanding that exchange rules do
not permit discretionary voting by brokers or other nominees on any matter in a contested
solicitation.  Please revise or advise.  Please also revis e your disclosure to describe the
impact of broker non -votes for purposes of establishing a quorum.

Letter from Cannell Capital LLC, page 3

5. Please summarize the topics discussed during the investor meeting that occurred on
March 14, 2016.  Please pro vide additional detail regarding the number of meetings, in
phone or in person that you had with Cannell Capital before the March 14, 2016 meeting.

6. We note the disclosure that Cannell Capital’s nominees “would be reviewed by the
Company’s Nominating a nd Corporate Governance Committee.”  Please provide
additional detail about the context of any such review, including whether the nominees
are being reviewed for purposes of future nominations.

Solicitation, page 3

7. Please disclose the total amount estima ted to be spent and the total expenditures to date in
connection with this solicitation.  Please see Item 4(b)(4) of Schedule 14A.

Proposal One

Election of Directors, page 5

8. We note the disclo sure that “ [e]ach nominee for election is currently a member of our
Board of Directors and has agreed to serve if elected.”  Please confirm that each of the
director nominees has  also consented to be named in the proxy.   Refer to Rule 14a -
4(d)(1) and (4).

Shane Evangelist
U.S. Auto Parts Network, Inc.
April 1 8, 2016
Page 3

 9. We note your disclosure that in the event a nominee is unable to serve or declines to
serve at the time of the Annual Meeting, the proxies will be voted for any nominee who is
designated by the present Board of Directors to fill the vacancy .  Please revise  the scope
of this statement, consistent with the scope of the discretionary authority outlined in Rule
14a-4(c)(5).

10. Please confirm that should the Board lawfully identify or nominate a substitute nominee
before the meeting, the company will file an amend ed proxy statement that (1) identifies
the substitute nominees, (2) discloses whether such nominees have consented to being
named in the revised proxy statement and to serve if elected and (3) includes the
disclosures required by Items 5(b) and 7 of Schedu le 14A with respect to such nominees.

Annex A – Supplemental Information Regarding Participants

11. In light of the requirement under Item 5(b)( 1)(iii) of Schedule 14A to state whether or not
any of the participants have been the subject of criminal convictions within the last ten
years, please provide us with a written reply made on behalf of each participant in
response to this line item notwith standing the fact that a negative response need not be
disclosed in the proxy statement filed on Schedule 14A.

Proxy Card

12. Please mark the form of proxy card as preliminary  as required by Rule 14a -6(e)(1) .

We urge all persons who are responsible for t he 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 al l 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 provide  a written statement from the company
acknowledging that:

 the company is res ponsible 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 asser t staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Shane Evangelist
U.S. Auto Parts Network, Inc.
April 1 8, 2016
Page 4

 Please contact Daniel Porco, Staff Attorney , at (202) 551 -3477  or Lisa Kohl, Legal
Branch Chief, at (202) 551-3252 or me at (202) 551 -3720  with any other questions.

Sincerely,

 /s/ Lisa M. Kohl for

Mara L. Ransom
Assistant Director
Office of Consumer Products

Mail Stop 3561
February 8, 2016

Mr. Neil T. Watanabe
Chief Financial Officer
U.S. Auto Parts Network, Inc.
16941 Keegan Avenue
Carson, CA 90746

Re: U.S. Auto Parts Network, Inc.
 Form 10-K for the Fiscal Year Ended January 3, 2015
Filed March 20, 2015
File No. 1 -33264

Dear Mr. Watanabe :

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 laws 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/ William H.  Thompson

William H. Thompson
Accounting Branch Chief
Office of Consumer Products

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16941 Keegan Ave, Carson CA 90746

Phone & Fax (310) 735-0085

Mr. William H. Thompson, Accounting Branch Chief

Mr. Adam Phippen, Staff Accountant

Ms. Donna Di Silvio, Staff Accountant

Office of Consumer Products

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549-3561

February 4, 2016

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

Form 10-Q for the Quarterly Period Ended October 3, 2015

Filed November 4, 2015

Response Dated January 28, 2015

File No. 1-33264

Dear Messrs. Thompson, Phippen and Di Silvio:

This letter is being transmitted by U.S. Auto Parts Network, Inc. (the “Company”) in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”), by letter dated February 2, 2016 (the “Comment Letter”), with respect to the Company’s Form 10-Q filed November 4, 2015.  The text of the Staff’s comments has been included in this letter in bold for your convenience, and we have numbered the paragraphs below to correspond to the numbering of the Comment Letter.

Form 10-Q for the Quarterly Period Ended October 3, 2015

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

Non-GAAP measures, page 21

1. We reviewed your responses to comments 5 and 6. The proposed disclosure you provided to us indicates Adjusted EBITDA is presented as both an operating performance measure and a liquidity measure. In this regard, we note the use of your presentation of Adjusted EBITDA to evaluate your ability to repay loans. Further your proposed disclosure states Adjusted EBITDA assists in comparing your operating performance on a consistent basis by removing the impact of items not expected to be recurring when your calculation reflects adjustments for stock compensation in each period presented.

Please advise us how your proposed disclosure complies with Item 10(e) of Regulation S-K or show us what your disclosure will look like revised.

We note the Staff’s comment,  and as a result, beginning with our Form 10-K for the period ended January 2, 2016, we will clarify which items in Adjusted EBITDA are non-recurring in nature, and  we will delete the reference to lenders using "Adjusted EBITDA to evaluate the Company’s ability to repay loans".  The revised disclosure will read as follows:

Management uses Adjusted EBITDA as one measure of the Company’s operating performance because it assists in comparing the Company’s operating performance on a consistent basis by removing the impact of stock compensation expense, as well as items that are not expected to be recurring. Internally, this non-GAAP measure is also used by management for planning purposes, including the preparation of internal budgets; for allocating resources to enhance financial performance; and for evaluating the effectiveness of operational strategies. The Company also believes that analysts and investors use Adjusted EBITDA as a supplemental measure to evaluate the ongoing operations of companies in our industry.

*******

Please do not hesitate to contact the undersigned if you require any further information regarding the foregoing clarifications.

In addition, we acknowledge that:

•

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

•

 Staff comments or changes to the disclosure in response to Staff comments do not foreclose the SEC 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 SEC or any person under the federal securities laws of the United States.

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

Very truly yours,

/s/ Neil Watanabe

Neil Watanabe

Chief Financial Officer

Cc:     Adam Phippen, SEC Staff Accountant

Donna Di Silvio, SEC Staff Account

Mail Stop 3561
February 2 , 2016

Mr. Neil T. Watanabe
Chief Financial Officer
U.S. Auto Parts Network, Inc.
16941 Keegan Avenue
Carson, CA 90746

Re: U.S. Auto Parts Network, Inc.
Form 10 -Q for the Quarterly Period Ended October 3, 2015
Filed November 4, 2015
Response Dated January 28, 2016
File No. 1 -33264

Dear Mr. Watanabe :

We have reviewed  your January 28, 2016  response to our comment  letter  and have the
following comment s.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

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

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references  to prior comments are to c omments in our December
29, 2015  letter .

Form 10 -Q for the Quarterly Period Ended October 3, 2015

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

Non-GAAP measures, page 21

1. We revie wed your responses to comments 5 and 6.  The proposed disclosure you
provided to us indicates Adjusted EBITDA is presented as both an operating performance
measure and a liquidity measure.  In this regard, we note the use of your presentation of
Adjusted E BITDA to evaluate your ability to repay loans.  Further your proposed
disclosure states Adjusted EBITDA assists in comparing your operating performance on
a consistent basis by removing the impact of items not expected to be recurring when
your calculation  reflects adjustments for stock compensation in each period presented.

Neil Watanabe
U.S. Auto Parts Network, Inc.
February 1, 2016
Page 2

 Please advise us how your proposed disclosure complies with Item 10(e) of Regulation S -
K or show us what your disclosure will look like revised.

You may contact Adam Phippen, Staff Ac countant,  at (202) 551 -3336 or Donna Di
Silvio, Staff Accountant,  at (202) 551 -3202 with any questions.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
Office of Consumer Products

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16941 Keegan Ave., Carson, CA 90746

Phone & Fax (310) 735-0085

Mr. William H. Thompson, Accounting Branch Chief

Mr. Adam Phippen, Staff Accountant

Ms. Donna Di Silvio, Staff Accountant

Office of Consumer Products

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549-3561

January 28, 2016

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

Form 10-K for the Fiscal year ended January 3, 2015

Filed March 20, 2015

Items 2.02 and 9.01 Form 8-K Filed November 2, 2015

Items 7.01 and 9.01 Form 8-K Filed November 2, 2015

Form 10-Q for the Quarterly Period Ended October 3, 2015

Filed November 4, 2015

File No. 1-33264

Dear Messrs. Thompson, Phippen and Di Silvio:

This letter is being transmitted by U.S. Auto Parts Network, Inc. (the “Company”) in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”), by letter dated December 29, 2015 (the “Comment Letter”), with respect to the Company’s (i) Annual Report on Form 10-K for the fiscal year ended January 3, 2015, (ii) Items 2.02 and 9.01 Form 8-K filed November 2, 2015, (iii) Items 7.01 and 9.01 Form 8-K filed November 2, 2015, and (iv) Form 10-Q filed November 4, 2015.  The text of the Staff’s comments has been included in this letter in bold for your convenience, and we have numbered the paragraphs below to correspond to the numbering of the Comment Letter.

Form 10-K

Management’s Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources, page 39

1. Reference is made to the third full paragraph on page F-31 which discloses that the Common Stock Purchase Agreement limits the use of the $7 million in proceeds from the sale of AutoMD, Inc. common stock to only general operating purposes of AutoMD, Inc. Please tell us your consideration of disclosing the amount of cash included in cash and cash equivalents as of January 3, 2015 which can be used only for general operating purposes of AutoMD, Inc. and the impact this had and will have on your overall liquidity.

Management respectfully advises the Staff that our future filings, beginning with the Form 10-K for the fiscal year ended January 2, 2016, will reflect a more detailed discussion in Management’s Discussion and Analysis of cash and cash equivalents of our two operating segments, including noting any restrictions on our use of cash and the impact on liquidity, if any, of those restrictions. Based on our current operating plan, we do not believe than any restrictions on our use of cash will impact our liquidity because our existing cash and cash equivalents, investments, cash flows from operations and credit facility will be sufficient to finance both of our operating segments through at least the next twelve months. For example, our discussion of liquidity is expected to include disclosure similar to the following:

Liquidity and Capital Resources

Sources of Liquidity

During the fifty-two weeks ended January 2, 2016, we primarily funded our Base USAP operations with cash and cash equivalents generated from operations as well as through borrowing under our credit facility, and primarily funded our AutoMD operating segment using the cash investment from third-party investors. We had cash and cash equivalents of $XX as of January 2, 2016, representing a $XX decrease from $7,653 of cash and cash equivalents as of January 3, 2015. The cash decrease was primarily due to the use of $XX of the AutoMD cash investment which funds are restricted for general operating purposes of AutoMD.

As of January 2, 2016, the Company had $XX of cash and cash equivalents, including $XX that was restricted to be used only for general operating purposes of AutoMD unless otherwise approved by AutoMD’s Board of Directors. Based on our current operating plan, we believe that our existing cash and cash equivalents, investments, cash flows from operations and credit facility will be sufficient to finance both our Base USAP and AutoMD operating segments through at least the next twelve months (see “Debt and Available Borrowing Resources” and “Funding Requirements” below).

As of January 3, 2015, our credit facility provided for a revolving commitment of up to $40,000 subject to a borrowing base derived from certain of our receivables, inventory and property and equipment (see “Debt and Available Borrowing Resources” below).

Notes to Consolidated Financial Statements;  Note 15 - Segment Information, page F-30

2. Please disclose revenues for each product and service or each group of similar products and services unless it is impracticable to do so. If providing the information is impracticable, that fact shall be disclosed. Refer to ASC 280-10-50-40. In this regard, we note that your most recent investor presentation at Form 8-K filed November 2, 2015 discloses private label and branded revenues from collision parts, engine parts and performance and accessories.

We note the Staff’s comment and our future filings, beginning with the Form 10-K for the fiscal year ended January 2, 2016, will reflect our private label and branded revenue from collision parts, engine parts and performance accessories in an additional table in the Segment Footnote as shown below.  Please note the prior years' data will only include online revenue as that is all we tracked at the time.  This is also consistent with the disclosure in our prior years' investor presentations.

The following table summarizes the approximate distribution of Base USAP revenue by product type.  Revenue for the fiscal years 2014 and 2013 represents online sales revenue only.

 2015

 2014

 2013

Private label

 Collision

  XX%

  XX%

  XX%

 Engine

 XX%

 XX%

 XX%

 Performance

 X%

 X%

 X%

Branded

 Collision

  XX%

  XX%

  XX%

 Engine

 XX%

 XX%

 XX%

 Performance

 X%

 X%

 X%

Items 2.02 and 9.01 Form 8-K Filed November 2, 2015  Exhibit 99.1

3. Reference is made to your disclosure of projected 2015 and 2016 Adjusted EBITDA. In future filings please present, with equal or greater prominence, the most directly comparable financial measure or measures calculated and presented in accordance with Generally Accepted Accounting Principles (GAAP) and a reconciliation (by schedule or other clearly understandable method), which shall be quantitative for historical non-GAAP measures presented, and quantitative, to the extent available without unreasonable efforts, for forward-looking information, of the differences between the non-GAAP financial measure disclosed or released with the most directly comparable financial measure or measures calculated and presented in accordance with GAAP. Refer to Item 10(e)(1)(i)(A)-(B) of Regulation S-K.

We note the Staff’s comment, and when disclosing projected non-GAAP Adjusted EBITDA in future filings, we will show with equal or greater prominence, the most directly comparable financial measure or measures calculated and presented in accordance with GAAP, and an appropriate reconciliation between it and the non-GAAP measure.  Currently we have tables that reconcile Adjusted EBITDA for the current period to Net Income and will include a similar table when disclosing projected non-GAAP Adjusted EBITDA.

Items 7.01 and 9.01 Form 8-K Filed November 2, 2015  Exhibit 99.1

4. Reference is made to your disclosure of historical and projected EBITDA and historical Adjusted EBITDA. In future filings please present the most directly comparable financial measure calculated and presented in accordance with GAAP and provide a reconciliation (by schedule or other clearly understandable method), which shall be quantitative for historical non-GAAP measures presented, and quantitative, to the extent available without unreasonable efforts, for forward-looking information, of the differences between the non-GAAP financial measure disclosed or released with the most comparable financial measure or measures calculated and presented in accordance with GAAP. Refer to Rule 100(a) of Regulation G.

We note the Staff’s comment, and when disclosing historical and projected EBITDA and historical Adjusted EBITDA in future filings, we will show with equal or greater prominence, the most directly comparable financial measure or measures calculated and presented in accordance with GAAP, and an appropriate reconciliation between it and the non-GAAP measure, similar in format to those presented in our Item 2.02 and 9.01 Form 8-K's.

Form 10-Q for the Quarterly Period Ended October 3, 2015

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

Non-GAAP measures, page 21

5. Given your disclosure stating that management utilizes Adjusted EBITDA for evaluating your capacity to fund capital expenditures as well as a measure of your operating performance, please explain why you have not reconciled this non-GAAP liquidity measure to operating cash flow as the most directly comparable GAAP measure, in addition to net income, to comply with Item 10(e)(1)(i)(B) of Regulation S-K.

Management respectfully advises the Staff that the SEC has stated, in footnote 26 to Commission Release No. 33-8176 Conditions for Use of Non-GAAP Financial Measures, that it did not deem it appropriate to provide a definition for the “most directly comparable financial measure calculated and presented in accordance with GAAP” because registrants should have the “flexibility to best make the determination as to which is the “most directly comparable financial measure calculated and presented in accordance with GAAP.”Accordingly, the Company respectfully submits that it believes that reconciling Adjusted EBITDA to Net Income is the most directly comparable financial measure calculated and presented in accordance with GAAP because the Company uses Adjusted EBITDA as a supplemental measure to evaluate the overall performance of the business and not as a stand-alone liquidity measure.

We note the disclosure that management utilizes Adjusted EBITDA for evaluating our capacity to “fund capital expenditures” as well as a measure of our operating performance.  Beginning with our Form 10-K for the period ended January 2, 2016, we will revise the disclosure to read as follows:

Management uses Adjusted EBITDA as one measure of the Company’s operating performance because it assists in comparing the Company’s operating performance on a consistent basis by removing the impact of items that are not expected to be recurring. Internally, this non-GAAP measure is also used by management for planning purposes, including the preparation of internal budgets; for allocating resources to enhance financial performance; and for evaluating the effectiveness of operational strategies. The Company also believes that analysts and investors use Adjusted EBITDA as a supplemental measure to evaluate the ongoing operations of companies in our industry. Additionally, lenders or potential lenders use Adjusted EBITDA to evaluate the Company’s ability to repay loans.

6. In regard to your use of adjusted EBITDA as a liquidity measure, it appears to us your definition excludes expenses that may require cash settlement, such as restructuring costs. Please explain to us the consideration you gave to Item 10(e)(1)(ii)(A) in determining whether it is appropriate to exclude charges or liabilities that required, or will require, cash settlement, or would have required cash settlement absent an ability to settle in another manner, from a non-GAAP liquidity measure.

As noted in our response to question #5 above, on a go forward basis we will refer to Adjusted EBITDA as a measure of the Company’s operating performance and not as a liquidity measure.

*******

Please do not hesitate to contact the undersigned if you require any further information regarding the foregoing clarifications.

In addition, we acknowledge that:

•

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

•

 Staff comments or changes to the disclosure in response to Staff comments do not foreclose the SEC 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 SEC or any person under the federal securities laws of the United States.

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

Very truly yours,

/s/ Neil Watanabe

Neil Watanabe

Chief Financial Officer

Cc:     Adam Phippen, SEC Staff Accountant

Donna Di Silvio, SEC Staff Accountant

Mail Stop 3561
December 29, 2015

Mr. Neil T. Watanabe
Chief Financial Officer
U.S. Auto Parts Network, Inc.
16941 Keegan Avenue
Carson, CA 90746

Re: U.S. Auto Parts Network, Inc.
 Form 10-K for the Fiscal Year Ended January 3, 2015
Filed March 20, 2015
Items 2.02 and 9.01 Form 8 -K Filed November 2, 2015
Items 7.01 and 9.01 Form 8 -K Filed November 2, 2015
Form 10 -Q for the Quarterly Period Ended October 3, 2015
Filed November 4, 2015
File No. 1 -33264

Dear Mr. Watanabe :

We have limited our review  of your filing s to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

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

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

Form 10 -K for the Fiscal Year Ended January 3, 2015

Item 7. Management’s Discussion and Analysis of Financial C ondition and Results of
Operations

Liquidity and Capital Resources, page 39

1. Reference is made to the third full paragraph on page F -31 which discloses that the
Common Stock Purchase Agreement limits the use of the $7 million in proceeds from the
sale of AutoMD, Inc. common stock to only general operating purposes of AutoMD, Inc.
Please tell us your consideration of disclosing the amount of cash included in cash and

Neil T. Watanabe
U.S. Auto Parts Network, Inc.
December 29, 2015
Page 2

 cash equivalents as of January 3, 2015 which can be used only for general operating
purpos es of AutoMD, Inc. and the impact this had and will have on your overall liquidity.

Consolidated Financial Statements

Notes to Consolidated Financial Statements

Note 15 – Segment Information, page F -30

2. Please disclose revenues for each product and service or each group of similar products
and services unless it is impracticable to do so.  If providing the information is
impracticable, that fact shall be disclosed.  Refer to ASC 280 -10-50-40.  In this regard,
we note that your most recent investor pr esentation at Form 8 -K filed November 2, 2015
discloses private label and branded revenues from collision parts, engine parts and
performance and accessories.

Items 2.02 and 9.01 Form 8 -K Filed November 2, 2015

Exhibit 99.1

3. Reference is made to your dis closure of projected 2015 and 2016 Adjusted EBITDA.  In
future filings please present, with equal or greater prominence, the most directly
comparable financial measure or measures calculated and presented in accordance with
Generally Accepted Accounting Pr inciples (GAAP) and a reconciliation (by schedule or
other clearly understandable method), which shall be quantitative for historical non -
GAAP measures presented, and quantitative, to the extent available without unreasonable
efforts, for forward -looking information, of the differences between the non -GAAP
financial measure disclosed or released with the most directly comparable financial
measure or measures calculated and presented in accordance with GAAP.  Refer to Item
10(e)(1)(i)(A) -(B) of Regulation S -K.

Items 7.01 and 9.01 Form 8 -K Filed November 2, 2015

Exhibit 99.1

4. Reference is made to your disclosure of historical and projected EBITDA and historical
Adjusted EBITDA.  In future filings please present the most directly comparable
financial measure  calculated and presented in accordance with GAAP and provide a
reconciliation (by schedule or other clearly understandable method), which shall be
quantitative for historical non -GAAP measures presented, and quantitative, to the extent
available without u nreasonable efforts, for forward -looking information, of the
differences between the non -GAAP financial measure disclosed or released with the most
comparable financial measure or measures calculated and presented in accordance with
GAAP.  Refer to Rule 10 0(a) of Regulation G.

Neil T. Watanabe
U.S. Auto Parts Network, Inc.
December 29, 2015
Page 3

Form 10 -Q for the Quarterly Period Ended October 3, 2015

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

Non-GAAP measures, page 21

5. Given your disclosure stating that management utilizes Adjusted EBITDA for evaluating
your capacity to fund capital expenditures as well as a measure of your operating
performance, please explain why you have not reconciled this non -GAAP liquidity
measure to operating cash flow as the most directly comparable GAAP measure, in
addition to net income, to comply with Item 10(e)(1)(i)(B) of Regulation S -K.

6. In regard to your use of adjusted EBITDA as a liquidity measure, it appears to us your
definition excludes expenses that may require cash settlement, such as re structuring costs.
Please explain to us the consideration you gave to Item 10(e)(1)(ii)(A) in determining
whether it is appropriate to exclude charges or liabilities that required, or will require,
cash settlement, or would have required cash settlement a bsent an ability to settle in
another manner, from a non -GAAP liquidity measure.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he 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 person under the  federal securities laws of the United States.

Neil T. Watanabe
U.S. Auto Parts Network, Inc.
December 29, 2015
Page 4

 You may contact Adam Phippen, Staff Accountant,  at (202) 551 -3336 or Donna Di
Silvio, Staff Accountant,  at (202) 551 -3202 with any questions.

Sincerely,

 /s/ William H. Thompson

William H. Thompson
Accounting Branch Chief
Office of Consumer Products

March 7 , 2013

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

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

Dear Mr. Robson :

We have 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 laws 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/ James  Allegretto

 James Allegretto
Senior Assistant Chief Accountant

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SEC Response Letter

 16941 Keegan Ave., Carson CA 90746

 Phone & Fax (310) 735-0085

 Mr. James Allegretto, Senior Assistant Chief Accountant

 Mr. Scott Anderegg, Staff Attorney

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street
N.E.

 Washington, D.C. 20549-3561

February 22, 2013

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

Form 10-K

Filed March 26, 2012

Definitive Proxy Statement on Schedule 14A

Filed April 2, 2012

File No. 1-33264

 Dear Messrs.
Allegretto and Anderegg:

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

Form 10-K

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

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

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

 “Overview

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

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

 2

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

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

 3

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

Fifty-Two Weeks Ended

December 29,
2012

December 31,
2011

January 1,
2011 2

 Unique Visitors (millions) 1

153.9

165.6

114.2

 Total Number of Orders (thousands)

2,427

2,717

1,788

 Average Order Value

$
114.3

$
121.8

$
116.6

 Revenue Capture

83.9
%

81.7
%

83.2
%

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

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

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

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

 4

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

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

Executive Summary

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

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

 5

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

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

February 11, 2013

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

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

Dear Mr. Robson :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

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

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

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

1. We note your response to comment 1 in our letter dated  December 27, 2012.  We reissue
our prior comment.  Please provide us with your proposed disclosure responsive to our
comment with sufficient detail that we can understand the general format and te nor of
your disclosure.

David Robson
U.S. Auto Parts Network, Inc.
February 11, 2013
Page 2

 Definitive Proxy Statement on Schedule 14A

Long -Term Equity Compensation, page 15

2. We note your response to comment 3 in our letter dated December 27, 2012.  If
disclosure of the performance -related factors would cause competitiv e harm, please
discuss how difficult it will be for the executive or how likely it will be for the registrant
to achieve the performance thresholds.   Please also discuss any discretion that may be
exercised in vesting such awards absent attainment of the s tated performance goal.
Please see Instruction 4 to Item 402(b) of Regulation S -K.

Please contact Adam Phippen , Staff Accountant , at (202) 551 -3336  or James Allegretto ,
Senior Assistant Chie f Accountant, at (202) 551 -3849 if you have any questions regarding
comments on the financial statements and related matters.   Please contact Scott Anderegg, Staff
Attorney , at (202) 551 -3342, Lilyanna Peyser , Special Counsel , at (202) 551 -3222 , or me at
(202) 551 -3720  with any other questions.

Sincerely,

 /s/ Lilyanna L. Peyser for

  Mara L. Ransom
Assistant  Director

CORRESP
1
filename1.htm

Correspondence

 16941 Keegan Ave., Carson CA 90746

Phone & Fax (310) 735-0085

 Mr. James Allegretto, Senior Assistant Chief Accountant

 Mr. Scott Anderegg, Staff Attorney

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street
N.E.

 Washington, D.C. 20549-3561

January 11, 2013

Re:

 U.S. Auto Parts Network, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2011

 Filed March 26,
2012

 Definitive Proxy Statement on Schedule 14A

 Filed April 2, 2012

 File No. 1-33264

 Dear Messrs. Allegretto and Anderegg:

 This letter is being transmitted by U.S. Auto Parts Network, Inc. (the “Company”) in response to comments received from the staff (the “Staff”) of the
Securities and Exchange Commission (the “SEC”), by letter dated December 27, 2012 (the “Comment Letter”), with respect to the Company’s (i) Annual Report on Form 10-K for the fiscal year
ended December 31, 2011 and (ii) Definitive Proxy Statement on Schedule 14A filed on April 2, 2012 (the “2012 Proxy Statement”). The text of the Staff’s comments has been included in this letter in bold
for your convenience, and we have numbered the paragraphs below to correspond to the numbering of the Comment Letter.

 Form 10-K

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

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

performance is 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

•

 Risk in short and long term and the actions you are taking to address them.

Response: As discussed between Matthew Browne of Cooley LLP, the Company’s outside legal counsel, and Scott Anderegg of the
Staff on January 2, 2013, the Company acknowledges the Staff’s comment and commits that it will include the requested expanded disclosures in its Annual Report on Form 10-K for the fiscal year ended December 29, 2012, and in its other
future filings with the SEC, as applicable.

 Notes to Consolidated Financial Statements, F-8

Note 5 – Business Combination, F-20

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

 Response: The facts and circumstances surrounding the Company’s
discovery that certain accounts receivable were erroneously overstated by $1.5 million is as follows:

 In August 2010, the
Company completed its acquisition of Automotive Specialty Accessories and Parts, Inc. and its wholly-owned subsidiary Whitney Automotive Group, Inc. (collectively, “WAG”) for $27.5 million, plus an additional $1.5 million in
cash for the right to receive approximately $1.5 million of WAG’s then-outstanding credit card receivables (the “WAG Credit Card Receivable”), which were received by the Company shortly after the date of acquisition
(“WAG Acquisition”). As credit card receivables are collected within several days, the Company considered the additional consideration to effectively be an exchange of cash, and recorded the WAG Acquisition using a purchase
price of $27.5 million (netting the cash paid for the WAG Credit Card Receivable against the cash received shortly after the acquisition date). However, the opening accounts

receivable balance used in the purchase price allocation for the WAG Acquisition still included the WAG Credit Card Receivable, which resulted in the opening accounts receivable balance
(disclosed as a single purchase price allocation item in the Company’s notes to its condensed consolidated financial statements) being overstated by $1.5 million (the “AR Overstatement Error”) and related goodwill being
understated by $1.5 million.

 The Company discovered the AR Overstatement Error on October 24, 2011, during
management’s review of the WAG account balances following the integration of WAG’s books and records to the Company’s single general ledger system (“Accounting Ledger Combination”), which was completed during
the quarterly period ended October 1, 2011. Prior to the Accounting Ledger Combination, WAG’s books and records were maintained separately, and due to an insufficient review of such records, the AR Overstatement Error remained undetected
until the integration had been completed and all accounting records were centralized at the Company’s corporate office.

In connection with the WAG Acquisition, WAG had not completed its audit of its financial statements for the fiscal year ended 2009 (the
“WAG Audit”), and the Company was required to work with WAG’s independent auditors to complete the WAG Audit and finalize WAG’s financial statements for the fiscal year ended 2009. The WAG Audit was an extensive and
time-consuming effort which required the Company to (i) engage a third-party valuation expert to review WAG’s financial statements, (ii) finalize an asset impairment write down, which impacted WAG’s financial statements, and
(iii) finalize a roll forward of those revised financial results to the closing date of the WAG Acquisition in August 2010. The process to complete the Accounting Ledger Combination was also substantial, and required significant work and many
hours to complete, including time to prepare and finalize the required general ledger mapping, the creation of required new accounts and finalizing the combined financial reporting process. The timing for the completion of the Accounting Ledger
Combination was also dependent, to some extent, on the timing for when the Company transferred WAG’s website information technology platform onto the Company’s website information technology platform, which was not completed until July
2011.

 Following the discovery of the AR Overstatement Error, the Company reclassified $1.5 million
of accounts receivable to goodwill in its condensed consolidated balance sheet as of January 1, 2011, and disclosed the AR Overstatement Error and the subsequent reclassification in its filings with the SEC with its Quarterly Report on Form
10-Q for the quarterly period ended October 1, 2011 and its Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

 The Company respectfully submits to the Staff that the AR Overstatement Error was an immaterial accounting misclassification which had no effect on the Company’s previously reported consolidated
statements of operations or consolidated statements of shareholders’ equity, nor did the AR Overstatement Error have any effect on the Company’s previously reported consolidated net cash provided by operating activities, net cash used in
investing activities or net cash (used in) provided by financing activities within the Company’s consolidated statement of cash flows.

Definitive Proxy Statement on Schedule 14A

 Long-Term Equity Compensation, page 15

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

 Response: The Company acknowledges the Staff’s comment regarding its disclosure of the performance thresholds under the Company’s long-term equity compensation plan for its former Chief
Financial Officer and respectfully submits the following explanation for why such performance thresholds were not disclosed in the 2012 Proxy Statement.

 Theodore Sanders, the Company’s Chief Financial Officer between February 2009 and January 2012, was granted only one stock option to purchase the Company’s common stock which had
performance-based vesting (the “Performance-Based Option”). The Performance-Based Option was granted to Mr. Sanders in February 2009, and was disclosed by the Company in a Current Report on Form 8-K filed with the SEC on
February 17, 2009 (which also included the related stock option agreement filed as an exhibit thereto). The Performance-Based Option became fully-vested in October 2009. On January 3, 2012, Mr. Sanders resigned as the Company’s
Chief Financial Officer, and entered into an Amended and Restated Employment Agreement with the Company

pursuant to which Mr. Sanders agreed to provide services to the Company as an Internal Consultant through June 17, 2012. Such arrangement was disclosed by the Company in a Current
Report on Form 8-K filed with the SEC on January 4, 2012. Therefore, given that (i) the performance thresholds for the Performance-Based Option had already been disclosed by the Company in its filings with the SEC, (ii) the
Performance-Based Option had already fully-vested, (iii) the Performance-Based Option was the only stock option granted to Mr. Sanders that had performance-based vesting, (iv) Mr. Sanders had resigned as the Company’s Chief
Financial Officer, and (v) the Performance-Based Option was scheduled to terminate one month following the date that Mr. Sanders ceased to provide services to the Company as a consultant, the Company concluded that it was not necessary to
disclose the performance thresholds for the Performance-Based Option in the 2012 Proxy Statement.

 Notwithstanding the
foregoing, in light of the Staff’s comment, the Company commits to disclosing in its Definitive Proxy Statement on Schedule 14A for its 2013 Annual Meeting of Stockholders (the “2013 Proxy Statement”), in which
Mr. Sanders will be a “named executive officer” under Item 402(a)(3) of Regulation S-K, the performance thresholds for the Performance-Based Option. The Company commits to providing such disclosure in the 2013 Proxy Statement as
a footnote to the Outstanding Equity Awards at Fiscal Year-End table, if applicable, or otherwise in the section titled “Executive Compensation and Other Information — Employment Contracts and Termination of Employment and Change of
Control Arrangements”.

 The Company also acknowledges the Staff’s comment regarding its disclosure of the
performance thresholds under the Company’s long-term equity compensation plan for Charlie Fischer, the Company’s Senior Vice President Global Sourcing and Procurement. Mr. Fischer has been granted two options to purchase the
Company’s common stock that have performance-based vesting. The first option with performance-based vesting was granted to Mr. Fischer on October 29, 2009 (the “October 2009 Option”) and the second option with
performance-based vesting was granted to Mr. Fischer on December 7, 2011 (the “December 2011 Option”).

 To address the Staff’s comment the Company commits to providing the following disclosure regarding the October 2009 Option in the 2013 Proxy Statement and in its applicable future filings with the
SEC:

 “The shares underlying the option will vest and become exercisable 25% after the first anniversary
of the grant and monthly over the next 36 months, except that they shall not be exercisable until certain performance thresholds are met related to incremental increases of private label stock keeping units available for sale and incremental
increases in profitability related to the applicable additional private label stock keeping units available for sale, as set forth in the applicable non-incentive stock option agreement.”

 Additionally, the Company commits to providing the following disclosure regarding the
December 2011 Option in the 2013 Proxy Statement and in its applicable future filings with the SEC:

 “The
shares underlying the option will vest and become exercisable 25% after the first anniversary of the grant and monthly over the next 36 months, except that they shall not be exercisable until certain performance thresholds are met related to
incremental increases of private label stock keeping units available for sale and incremental increases in profitability related to the applicable additional private label stock keeping units available for sale, as set forth in the applicable
non-incentive stock option agreement.”

 Through the disclosures provided above, the Company will be disclosing the
categories of the performance thresholds for the October 2009 Option and the December 2011 Option, while maintaining confidential the specific thresholds and Company targets within each category presented. The Company respectfully submits that it
believes it is appropriate to omit disclosure of such specific performance thresholds pursuant to Instruction 4 to Item 402(b) of Regulation S-K, which provides that the Company need not disclose specific quantitative and qualitative terms if
such disclosure would result in competitive harm to the Company. Instruction 4 further provides that the standard used in determining whether such disclosure would cause competitive harm is the same standard applicable to requests for confidential
treatment of confidential trade secrets or confidential commercial or financial information pursuant to Rule 406 of the Securities Act of 1933, as amended, and Rule 24b-2 of the Securities Exchange Act of 1934, as amended, each of which incorporates
the criteria for non-disclosure when relying upon “exemption 4” of the Freedom of Information Act and Rule 80(b)(4) thereunder.

 Because Mr. Fischer is responsible for acquiring the products that the Company sells, disclosure of incremental goals for increases in private label stock keeping units and related profitability
unique to Mr. Fischer would place the Company at a competitive disadvantage to its competitors who could easily use this information to determine the Company’s confidential business plans and internal performance metrics related to its
private label business, would allow competitors to better understand the Company’s commercialization goals related to its private label business, and would allow competitors to use such information to adjust their business strategy in view of
these target thresholds to gain a competitive advantage. Such information is highly sensitive that is not otherwise disclosed publicly by the Company and the Company has made considerable efforts to maintain the confidentiality of this information.
For example, we believe that sophisticated competitors of the Company could use the incremental goals for increases in private label stock keeping units and related profitability to calculate and identify the Company’s costs and profit margins
applicable to such private label stock keeping units, which would allow such compe

December 27, 2012

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

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

Dear Mr. Robson :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

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

We urge all  persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Form 10 -K

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

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

 statement that you had a net loss for fiscal 2011 of $15.1 million and a net loss in 2010 of
$13.9 million. Discuss whether you expect this trend to continue.   In this regard we note
that you monitor several key business metrics.   Describe what trends, if any, management
sees in your metrics.   Please also provide additional analysis concerning the quality and
variability of your earnings and cash flows so that investors can ascertain the likelihood
of the extent past performance is ind icative of future performance.   Please discuss
whether you expect levels to remain at this level or to increase or decrease.   Also, you
should consider discussing the impact of any changes on your earnings.   Further, please
discuss in reasonable detail:

 Economic or industry -wide factors relevant to your company, and
 Material opportunities, challenges, and
 Risk in short and long term and the actions you are taking to address them.
See Item 303 of Regulation S -K and SEC Release No. 33 -8350.

Notes to Consolidated Financial Statements, F -8

Note 5 – Business Combination, F -20

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

Definitive Proxy Statement on Schedule 14A

Long -Term Equity Compensation, page 15

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

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

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

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

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

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

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

Sincerely,

 /s/ Jim Allegretto

  James Allegretto
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence Letter

 U. S. AUTO PARTS NETWORK, INC.

 17150 South Margay Avenue, Carson, California 90746

 August 9, 2011

 VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

 Mailstop 4720

 100 F Street, NE

 Washington, D.C.
20549

 Attn: Christopher Chase

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

Registration Statement on Form S-3 (File No. 333-173856)

 Ladies and Gentlemen:

 Pursuant to Rule 460 and Rule 461 under the Securities Act of 1933, as
amended, the undersigned registrant hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become
effective at 4:30 p.m. Eastern Time on August 10, 2011 or as soon thereafter as is practicable.

 The undersigned registrant hereby
acknowledges that:

•

 should the Commission or its staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the filing;

•

 the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the registrant
from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

 Very truly yours,

U. S. AUTO PARTS NETWORK, INC.

 By:

 /s/ Theodore Sanders

Theodore Sanders

Chief Financial Officer

CORRESP
1
filename1.htm

Comment and Response Letter

 Matthew T. Browne

 (858)
550-6045

 mbrowne@cooley.com

VIA FEDEX AND EDGAR

 June 3, 2011

Mr. Christopher F. Chase

 Staff
Attorney

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:

U.S. Auto Parts Network, Inc.

Registration Statement on Form S-3

Filed May 2, 2011

File No. 333-173856

 Dear Mr. Chase:

 On behalf of U.S. Auto Parts Network, Inc. (the “Company”) this letter is being transmitted in response to comments
received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated May 27, 2011 (the “Comment Letter”), with respect to the
Company’s Registration Statement on Form S-3, filed with the Commission on May 2, 2011 (the “Form S-3”). The text of the Staff’s comments has been included in this letter in italics for your convenience, and we
have numbered the paragraphs below to correspond to the numbering of the Comment Letter.

 General

1.
It appears that the Form 8-K/As you filed on October 29, 2010 and February 1, 2011 were not timely and you are therefore not eligible to file this
registration statement on Form S-3. We note that your October 29, 2010 Form 8-K/A includes amendments to the financial statements that it appears should have been included with the October 28, 2010 Form 8-K/A. We further note that your
February 1, 2011 Form 8-K/A includes text that should have been included with your July 1, 2010 Form 8-K/A. Please either withdraw this registration statement on Form S-3 and re-file on an appropriate form, or provide us with your detailed
analysis of why you believe you are eligible to file on Form S-3.

 Response:

The Company acknowledges the Staff’s comment and advises the Staff that the Company’s Current Report on Form 8-K/A filed with the
Commission on October 28, 2010 (the “First October 8-K/A”) was timely filed and contained all required disclosures, and that the Company’s Current Report on Form 8-K/A filed with the Commission on
October 29, 2010 (the “Second October 8-K/A”) was filed to correct one immaterial misstatement included in certain

 4401 EASTGATE
MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM

of the unaudited interim financial statements included in the First October 8-K/A. Because the First October 8-K/A was timely, and contained all required disclosures, the Company
believes that its filing of the Second October 8-K/A did not cause the First October 8-K/A to cease to be in compliance with the requirements of Form 8-K and does not prevent the Company’s eligibility for registering securities for a
primary issuance using a Registration Statement on Form S-3.

 In addition, the Company advises the Staff that the Company’s Current
Report on Form 8-K filed with the Commission on June 23, 2010 (the “June 8-K”) and the Company’s Amendment No. 1 to the June 8-K filed with the Commission on July 1, 2010 (the
“July 8-K/A”) were timely filed and, taken together, contained all required disclosures. The Company further advises the Staff that the Company’s Current Report on Form 8-K/A filed with the Commission on
February 1, 2011 (the “February 8 K/A”) was filed promptly upon the Company becoming aware of the Commission’s request to file an amendment to the June 8-K in order to set forth the complete text of the
Company’s disclosures in the June 8-K and July 8-K/A into one complete filing and contained no disclosures not already contained in the timely filed June 8-K and July 8-K/A. Because no new disclosures were contained in the
February 8-K/A from what was already previously disclosed by the Company in the June 8-K and the July 8-K/A, which were timely filed and, taken together, contained all required disclosures, the Company believes, and representatives of
the Commission have confirmed, that its filing of the February 8-K/A did not cause the June 8-K or July 8-K/A to cease to be in compliance with the requirements of Form 8-K and does not prevent the Company’s eligibility for
registering securities for a primary issuance using a Registration Statement on Form S-3.

 A more detailed analysis of the Company’s
conclusions described above is set forth below.

 Second October 8-K/A

On August 4, 2010, the Company filed a Current Report on Form 8-K with the Commission disclosing that the Company had entered into a Stock Purchase
Agreement to acquire (the “Acquisition”) Automotive Specialty Accessories and Parts, Inc. (the “Target”) pursuant to Item 1.01 of Form 8-K. On August 18, 2010, the Company filed a Current
Report on Form 8-K with the Commission disclosing that the Company had completed the Acquisition pursuant to Item 2.01 of Form 8-K (the “August 8-K”). As required by Item 9.01 of Form 8-K, within 71 days of the
filing of the August 8-K the Company filed the First October 8-K/A for the purpose of disclosing the financial statements required to be filed with the Commission following the completion of the Acquisition. The First October 8-K/A
was filed in a timely manner and contained all the financial statements required to be filed pursuant to Item 9.01 of Form 8-K, and included consents of BDO USA, LLP and Deloitte & Touche LLP, the Company’s independent auditors.

 Within hours of filing the First October 8-K/A with the Commission, the Company became aware of an immaterial error contained in the
First October 8-K/A, which was caused by the misclassification of the purchase in May 2010 (prior to the Acquisition) of 5,111 shares of the Target’s Preferred Stock for $100 per share as “Other current liabilities” rather than
“Preferred shares” in the Target’s unaudited interim financial statements. Following a consultation with the Company’s independent auditors, the Company determined to file the Second October 8-K/A the day after filing the
First October 8-K/A solely for the purpose of fixing this misclassification error.

 4401 EASTGATE
MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM

 While the Company included all the financial statements and other information included in the First
October 8-K/A in the Second October 8-K/A for investor convenience, the only changes made in the Second October 8-K/A were to the unaudited condensed consolidated financial statements of the Target as of and for the 26 weeks ended
July 3, 2010 and the 27 weeks ended July 4, 2009 contained in Exhibit 99.3 (the “Exhibit 99.3 Financial Statements”) to reclassify $511,000 as “Preferred shares” rather than “Other current
liabilities.” These changes are summarized as follows:

•

 Balance Sheet

•

 “Preferred shares” under Stockholders’ Equity was increased by $511,000.

•

 “Other current liabilities” was decreased by $511,000.

•

 “Goodwill” was decreased by $511,000.

•

 Income Statement

•

 “Impairment expense” was increased by $511,000.

•

 Statement of Cash Flows

•

 “Net loss” was increased by $511,000.

•

 “Goodwill impairment” of $511,000 was added.

•

 “Other current liabilities” was decreased by $511,000.

•

 “Preferred shares issued” of $511,000 was added.

 No additional changes or amendments between the First October 8-K/A and the Second October 8-K/A were made (including to any of the financial statements or other information included in Exhibits
99.1, 99.2 and 99.4), and no required disclosures were omitted from the First October 8-K/A.

 Therefore, because the First
October 8-K/A was timely, and contained all required financial statements and consents and other information required by Item 9.01 of Form 8-K, the Company believes that its filing of the Second October 8-K/A, which it did in order to
correct one immaterial misstatement in the Target’s unaudited interim financial statements included in the First October 8-K/A, did not cause the First October 8-K/A to cease to be in compliance with the requirements of Form 8-K and
does not prevent the Company’s eligibility for registering securities for a primary issuance using a Registration Statement on Form S-3.

February 8-K/A

 On
June 23, 2010, the Company timely filed the June 8-K with the Commission to announce a change in the Company’s certifying accountant pursuant to Item 4.01 of Form 8-K. The Commission reviewed the June 8-K and requested by
letter dated June 24, 2010 (the “June Comment Letter”) that the Company file an amendment to the June 8-K for the purpose of disclosing the date on which the Company had actually engaged Deloitte & Touche
LLP as the Company’s new certifying accountant pursuant to Item 4.01 of Form 8-K. On July 1, 2010, the Company timely filed the July 8-K/A for the purpose of revising its disclosure as requested by the June Comment Letter.

 The Commission reviewed the July 8-K/A and requested by letter dated July 2, 2010 (the “July Comment
Letter”) that the Company file an Amendment No. 2 to the June 8-K for the purpose of setting forth the complete text of the Company’s disclosures in the June 8-K and the July 8-K/A into one complete filing, as
required pursuant to Rule 12b-15 under the Securities

 4401 EASTGATE
MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM

Exchange Act of 1934, as amended (the “Exchange Act”). The Company did not become aware of the July Comment Letter until January 2011 (the Company is not aware that it
actually received the July Comment Letter), when the Commission sent the Company a second notice as a follow-up to the July Comment Letter (the “January Notice”), and again requested that the Company file an Amendment
No. 2 to the June 8-K for the purpose of setting forth the complete text of the Company’s disclosures in the June 8-K and the July 8-K/A into one complete filing.

 Promptly upon receipt of the January Notice, the Company filed the February 8-K/A with the Commission, which filing merely restated the disclosures already contained in the June 8-K and the
July 8-K/A. No new disclosures were contained in the February 8-K/A from what was already previously disclosed on a timely basis by the Company in the June 8-K and the July 8-K/A. Based on the fact that the February 8-K/A
contained no additional disclosures not already contained in the June 8-K and the July 8-K/A, which were timely filed and, taken together, contained all required disclosures, it was the Company’s belief that the Company’s filing
of the February 8-K/A did not cause the June 8-K and the July 8-K/A to cease to be in compliance with the requirements of Form 8-K and would not prevent the Company’s eligibility for registering securities for a primary issuance
using a Registration Statement on Form S-3.

 Recognizing, however, that the circumstances involved with the July Comment Letter and follow-up
notices were unusual, where the Company only became aware of, and responded to, comments from the Commission on the July 8-K/A multiple months after the Commission had issued the comments, and in an effort to confirm the Company’s view
related to its eligibility to register securities for a primary issuance using a Registration Statement on Form S-3, on January 31, 2011, Amy B. Krallman, the Company’s Vice President Legal Services and Ted Sanders, the Company’s
Chief Financial Officer, had a telephone conversation with William H. Thompson, Accounting Branch Chief at the Commission. Mr. Thompson was the signatory to the June Comment Letter and the July Comment Letter. During that telephone
conversation, Mr. Thompson informed the Company that the circumstances surrounding the filing of the February 8-K/A would not impact the Company’s eligibility to register securities using a Registration Statement on Form S-3. To
memorialize this conversation with Mr. Thompson, Ms. Krallman sent an internal email at the Company to briefly summarize the information provided during the conversation.

 In order to obtain additional clarification, on February 22, 2011, Ms. Krallman and Nathan J. Nouskajian, Esq. of Cooley LLP, the Company’s outside legal counsel, had a second telephone
conversation with Mr. Thompson. During that telephone conversation, Mr. Thompson informed the Company that the Company’s delayed response to the July Comment Letter would not impact the Company’s eligibility to register
securities using a Registration Statement on Form S-3. Additionally, Mr. Thompson suggested that the Company call Bridgette Littman, Special Counsel at the Commission, for the purpose of further confirming Mr. Thompson’s
analysis.

 On that same day, Ms. Krallman and Mr. Nouskajian had a telephone conversation with Ms. Littman. During that
telephone conversation, Ms. Littman confirmed the analysis of the Company and Mr. Thompson, and informed the Company that the Company’s delayed response to the July Comment Letter would not impact the Company’s eligibility to
register securities using a Registration Statement on Form S-3. Due to the importance of the information discussed during each of the conversations with Mr. Thompson and Ms. Littman, Mr. Nouskajian drafted an internal memo
memorializing the telephone conversations with the Staff and briefly summarized the information provided during each of those conversations.

 4401 EASTGATE
MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM

 Therefore, because the June 8-K and the July 8-K/A, were timely filed and, taken together,
contained all required disclosures, and because no new disclosures were contained in the February 8-K/A from what was already previously disclosed by the Company in the June 8-K and July 8-K/A, and based on the Company’s
discussions with Mr. Thompson and Ms. Littman at the Commission and their analysis of the circumstances, the Company believes that its filing of the February 8-K/A did not cause the June 8-K and July 8-K/A to cease to be in
compliance with the requirements of Form 8-K and does not prevent the Company’s eligibility for registering securities for a primary issuance using a Registration Statement on Form S-3.

 Incorporation of Certain Information by Reference, page 9

2.
Please incorporate by reference your Form 10-Q for the quarterly period ended April 2, 2011 filed on May 10, 2011. In this regard, we note that you did not
include language incorporating all Exchange Act filings filed after the date of your initial registration statement filing and prior to effectiveness. For guidance, please refer to our Compliance and Disclosure Interpretations, Securities Act Forms,
Question 123.05 available on our website at www.sec.gov.

 Response:

The Company acknowledges the Staff’s comment and proposes to file an amendment to the Form S-3 to revise the section of the Form S-3 titled
“Incorporation of Certain Information by Reference” with the text set forth below.

 “The SEC
allows us to “incorporate by reference” the information we file with them, which means that we can disclose important information to you by referring you to those documents instead of having to repeat the information in this prospectus.
The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information.

•

 our annual report on Form 10-K for the year ended January 1, 2011 (filed with the SEC on March 17, 2011), including all information
incorporated by reference therein;

•

 our quarterly report on Form 10-Q for the quarter ended April 2, 2011 (filed with the SEC on May 10, 2011), including all information
incorporated by reference therein;

•

 our current reports on Forms 8-K and 8-K/A filed with the SEC on August 4, 2010, October 29, 2010, February 1, 2011,
February 25, 2011, March 4, 2011 and June 3, 2011; and

•

 the description of our common stock contained in our registration statement on Form 8-A filed with the SEC on January 23, 2007, including any
amendment or reports filed for the purpose of updating such description.

 4401 EAS

May 27, 2011
 Via Email

Theodore Sanders Chief Financial Officer U.S. Auto Parts Network, Inc. 17150 South Margay Avenue Carson, California  90746
Re: U.S. Auto Parts Network, Inc.
Registration Statement on Form S-3 Filed May 2, 2011
  File No. 333-173856

Dear Mr. Sanders:

We have limited our review of your registra tion statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.  Where you do not beli eve 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. It appears that the Form 8-K/As you f iled on October 29, 2010 and February 1, 2011
were not timely and you are therefore not elig ible to file this registration statement on
Form S-3.  We note that your October 29, 2010 Form 8-K/A includes amendments to the financial statements that it appears should ha ve been included w ith the October 28, 2010
Form 8-K/A.  We further note that your Fe bruary 1, 2011 Form 8-K/A includes text that
should have been included with your July 1, 2010 Form 8-K/A.  Please either withdraw
this registration statement on Form S-3 and re -file on an appropriate form, or provide us
with your detailed analysis of why you believe  you are eligible to file on Form S-3.
 Incorporation of Certain Info rmation by Reference, page 9

2. Please incorporate by reference your Form 10- Q for the quarterly period ended April 2,
2011 filed on May 10, 2011.  In this regard, we  note that you did not include language

Theodore Sanders U.S. Auto Parts Network, Inc. May 27, 2011 Page 2

 incorporating all Exchange Act filings filed after the date of your initial registration
statement filing and prior to effectiveness.  For guidance, please refer to our Compliance and Disclosure Interpretations, Securities  Act Forms, Question 123.05 available on our
website at www.sec.gov.

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 incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Theodore Sanders U.S. Auto Parts Network, Inc. May 27, 2011 Page 3

 Please contact Chris Chase, Staff Attorne y, at (202) 551-3485 or me at (202) 551-3720
with any questions.

     S i n c e r e l y ,        /s/ Christopher F. Chase  for       H. Christopher Owings
Assistant Director
  cc: Matthew Browne  Cooley LLP  Via Email

February 2, 2011
 Theodore R. Sanders Chief Financial Officer U.S. Auto Parts Network, Inc. 17150 South Margay Avenue Carson, CA 90746
Re: U.S. Auto Parts Network, Inc.
 Item 4.01 Form 8-K
Filed June 23, 2010 File No. 1-33264

Dear Mr. Sanders:
 We have completed our review of your fili ng and do not have any further comments at
this time.

Sincerely,
   /s/ William H. Thompson
William H. Thompson Accounting Branch Chief

CORRESP
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Correspondence Letter

 17150 S. Margay Ave., Carson CA 90746

Phone & Fax (310) 735-0085

 Ms. Lisa Sellars

 Mr. William Thompson, Accounting Branch Chief

Division of Corporation Finance

 Securities and
Exchange Commission

 100 F Street N.E.

Washington, D.C. 20549-3561

 January 31,
2011

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

Amendment No. 1 to Item 4.01 Form 8-K

 Filed July 1, 2010

 File No. 001-33264

Dear Ms. Sellars and Mr. Thompson:

 Thank you for your letter dated July 2, 2010 asking USAP to provide additional information on our responses to your original comment letter dated June 24, 2010 in relation to the
above-referenced SEC filing made by USAP.

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

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

1.
Amendments should set forth the complete text of each item as amended. As such, please file the complete text of Item 4.01 in an amendment with all of the
disclosures required in Item 304 of Regulation S-K. Refer to Rule 12b-15 promulgated under the Securities Exchange Act of 1934. In addition, please incorporate Exhibit 16.1 by reference to Form 8-K filed June 23, 2010.

 We have filed a second amendment to the Form 8-K filed June 23, 2010, as amended July 1, 2010 that
includes the complete text of the item and incorporates Exhibit 16.1 by reference to Form 8-K filed June 23, 2010.

 Please do not hesitate to contact the undersigned if you require any further information
regarding the foregoing clarifications.

 In addition, we acknowledge that:

•

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

•

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

•

 We may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 Thank you again for the opportunity to respond to your comments and questions.

Very truly yours,

 /s/ Ted Sanders

 Ted Sanders

Chief Financial Officer

Cc:
Lisa Sellars

William Thompson

September 14, 2010
 Theodore R. Sanders Chief Financial Officer U.S. Auto Parts Network, Inc. 17150 South Margay Avenue Carson, CA 90746
Re: U.S. Auto Parts Network, Inc.
Amendment No. 1 to Item 4.01 Form 8-K Filed July 1, 2010 File No. 1-33264

Dear Mr. Sanders:

We issued comments to you on the above captioned filing on July 2, 2010.  As of the date
of this letter, these comments remain outstandi ng and unresolved.  We expect you to contact us
by September 24, 2010 to provide a substantive respons e to these comments or to advise us why
you are unable to respond and when  you will be able to do so.

If you do not respond to the outstanding comm ents or contact us by September 24, 2010,
we will, consistent with our obligations under th e federal securities laws, decide how we will
seek to resolve material outstanding comments a nd complete our review of your filing and your
disclosure.  Among other things, we may decide  to release publicly, through the agency’s
EDGAR system, all correspondence, including this letter, relating to the review of your filing,
consistent with the staff’s decision to releas e publicly comment letters  and response letters
relating to disclosure filings it has reviewed.  You can find more  information about the staff’s
decision to release filing correspondence at http://www.sec.gov/news/press/2004-89.htm
 and
http://www.sec.gov/news/press/2005-72.htm .
   You may contact Lisa Sellars at 202-551-3348 if  you have any questions.  In her absence
you may contact me at (202) 551-3344.

        S i n c e r e l y ,
   William H. Thompson
        A c c o u n t i n g  B r a n c h  C h i e f

August 17, 2010
  Theodore R. Sanders Chief Financial Officer U.S. Auto Parts Network, Inc. 17150 South Margay Avenue Carson, CA 90746
Re: U.S. Auto Parts Network, Inc.
Form 10-K for Fiscal Year Ended January 2, 2010
  Filed March 15, 2010
Definitive Proxy Statement on Schedule 14A Filed April 6, 2010
  File No. 001-33264

Dear Mr. Sanders:

We have completed our review of your fili ngs and do not have any further comments at
this time.
Sincerely,

H. Christopher Owings Assistant Director

CORRESP
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    seccommentletter.htm

    17150 S. Margay Ave., Carson, CA 90746

    Phone & Fax (310)
735-0085

      Mr.
H. Christopher Owings, Assistant Director

      Mr.
Scott Anderegg

      Mr.
William Thompson, Accounting Branch Chief

      Division
of Corporation Finance

      Securities
and Exchange Commission

      100 F
Street N.E.

      Washington,
D.C. 20549-3561

      August 16,
2010

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

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

                Filed
March 15, 2010

                Definitive
Proxy Statement on Schedule 14A

                Filed
April 6, 2010

                File No.
001-33264

          Dear
Messrs. Owings, Anderegg and Thompson:

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

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

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

                      1.

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

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

                      2.

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

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

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

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

            In
addition, we acknowledge that:

                      ·

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

                      ·

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

                      ·

                      We
      may not assert staff comments as a defense in any proceeding initiated by
      the Commission or any person under the federal securities laws of the
      United States.

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

        Very truly yours,

        /s/
THEODORE R. SANDERS

        Theodore
R. Sanders

        Chief Financial Officer

                     Cc:

                    Robyn
      Manuel

                    William
      Thompson

                    Scott
      Anderegg

                    Brigitte
      Lippmann

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

August 5, 2010

 Theodore R. Sanders Chief Financial Officer U.S. Auto Parts Network, Inc. 17150 South Margay Avenue Carson, CA 90746
Re: U.S. Auto Parts Network, Inc.
Form 10-K for Fiscal Year Ended January 2, 2010
  Filed March 15, 2010
Definitive Proxy Statement on Schedule 14A Filed April 6, 2010
  File No. 001-33264

Dear Mr. Sanders:

We have reviewed your response to our letter dated June 25, 2010 and 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.  You should comply with the
comments in all future filings, as applicable .  Please confirm in writing that you will do
so, and also explain to us in detail sufficie nt for an understanding of your 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 appl y to your facts and circumst ances please tell us why in
your response.
After reviewing the information you provide  in response to these comments, we
may have additional comments.
Definitive Proxy Statement on Schedule 14A

Annual Incentive Bonuses, page 18

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

Theodore R. Sanders
U.S. Auto Parts Network, Inc. August 5, 2010 Page 2
2. In the last paragraph of your response to  comment 17 in our letter dated June 25,
2010, please clarify how you calculated the cash bonus payment.  Explain why
you are using 235% rather than 230% for the bonus payout percentage for the Chief Executive Officer, and explain how you calculated $317,000 based on that
percentage and the ta rget dollar amount.
 Please contact Robyn Manuel, Staff Acc ountant, at (202) 551-3823, or William
Thompson, Accounting Branch Chief, at (202) 551-3344 if you have any questions
regarding comments on the financ ial statements and related matters.  Please contact Scott
Anderegg, at (202) 551-3342, Brigitte Lippma nn, Special Counsel,  at (202) 551-3713 or
me at (202) 551-3720 with any other questions.
            S i n c e r e l y ,          H. Christopher Owings
Assistant Director

CORRESP
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    seccommentletter.htm

    17150 S. Margay Ave., Carson, CA 90746

    Phone & Fax (310)
735-0085

      Mr.
H. Christopher Owings, Assistant Director

      Mr.
Scott Anderegg

      Mr.
William Thompson, Accounting Branch Chief

      Division
of Corporation Finance

      Securities
and Exchange Commission

      100 F
Street N.E.

      Washington,
D.C. 20549-3561

      July
21, 2010

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

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

                Filed
March 15, 2010

                Definitive
Proxy Statement on Schedule 14A

                Filed
April 6, 2010

                File No.
001-33264

          Dear
Messrs. Owings, Anderegg and Thompson:

                 Thank you for
your letter of June 25, 2010 asking USAP to clarify several items contained in
the above-referenced SEC filings made by USAP.

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

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

                    1.

                    Please
      delete the fourth and fifth sentences in the first paragraph in which you
      state that additional risks and uncertainties may also affect your
      business. All material risks should be described in your disclosure. If
      risks are not deemed material, you should not reference
    them.

          We will
delete the fourth and fifth sentences in our future filings.

                    2.

                    Please
      include a discussion of the most important matters on which management
      focuses in evaluating financial condition and operating performance in the
      introductory section. Such discussion would help provide a context for the
      discussion and analysis of your financial condition and operating results.
      Refer to Item 303(a)(3) of Regulation S-K and the Commission Guidance
      Regarding Management's Discussion and Analysis of Financial Condition and
      Results of Operations, SEC Release No.
33-8350.

          In future
filings our introductory section will be titled “Executive Summary” where we
will insert a paragraph discussing key metrics that management focuses on to
evaluate financial condition and operating performance. Specifically, we will
discuss Unique Visitors, Number of Orders, Average Order Value, Adjusted EBITDA
(Earnings before Interest, Taxes, Depreciation, and Amortization) and by adding
current year’s stock compensation expense to EBITDA for the year. Additionally,
we will also discuss other key variables and qualitative and quantitative
factors that materially affected our financial condition and operating
performance in such period as guided in the Item 303(a)(3) of Regulation S-K and
the Commission Guidance.

          Considering
the above, for example, our “Executive Summary” section is expected to include
disclosure similar to the following for the future periods:

          We achieved a double digit
sales growth in the fiscal year ended January 2, 2010 (“fiscal 2009”),
delivering record net sales of $176.3 million, an increase of 14.9% from
$153.4 million in the fiscal year ended December 31, 2008 (“fiscal 2008”). The
Company completed fiscal 2009 with quarterly adjusted EBITDA of at least $3.0
million in every quarter and added to our cash balances despite significantly
investing in our back office, launching an upgraded order management platform
and opening a new East Coast distribution facility. Annual adjusted EBITDA
increased by $7.9 million in fiscal 2009 from $5.2 million in fiscal 2008 to
$13.1 million in fiscal 2009 primarily due to the strong sales growth, improved
margin and   leveraging of G&A expenses in fiscal 2009.In
evaluating financial condition and operating performance, the Company also
focuses on the following key metrics:

          Unique
Visitors - A unique visitor to a particular website represents a user with a
distinct IP address that visits that particular website. We define the total
number of unique visitors in a given month as the sum of unique visitors to
each of our websites during that month. We measure unique visitors to understand
the volume of traffic to our websites and to track the effectiveness of our
online marketing efforts. The number of unique visitors has historically varied
based on a number of factors, including our marketing activities and
seasonality. We believe an increase in unique visitors to our websites will
result in an increase in the number of orders. We seek to increase the number of
unique visitors to our websites by attracting repeat customers and improving
search engine marketing and other Internet marketing activities.

          Total
Number of Orders - We monitor the total number of orders as an indicator of
revenue trends. We recognize revenue associated with an order when the products
have been shipped, consistent with our revenue recognition policy.

          Average
Order Value - Average order value represents our net sales on a placed orders
basis for a given period of time divided by the total number of orders recorded
during the same period of time. We seek to increase the average order value as a
means of increasing net sales. Average order values vary depending upon a number
of factors, including the components of our product offering, the order volume
in certain online sales channels, macro-economic conditions, and the general
level of competition online.

                    3.

                    Please
      discuss the percentage of sales fulfilled on a drop-ship and stock-and
      ship basis for each year, and explain how period to period shifts in the
      use of these order fulfillment methods impact your results of operations
      and liquidity.

          The
percentage to total sales fulfilled by drop ship and stock ship were the
following:

                    ·

                    Fiscal
      2009 – Stock ship – 54%, Drop ship –
46%

                    ·

                    Fiscal
      2008 – Stock ship – 58%, Drop ship –
42%

          We have
not experienced a significant change in stock ship and drop ship as a percentage
of total sales for the past two fiscal years, but recognize that the mix between
fulfillment methods will inherently vary from period to period as it is driven
to some extent on the location of our customers and the nature of the specific
product ordered.  Our drop ship sales increased from 42% in fiscal
2008 to 46% in fiscal 2009.  Although we added more stock keeping
units in our distribution centers the percentage of stock ship dropped from 58%
in fiscal 2008 to 54% for fiscal 2009, which was primarily due to the growth of
our drop ship product selection. We expect our overall results will improve
because the flexibility of fulfilling orders using two different fulfillment
methods allows us to offer a broader product selection, helps optimize product
inventory and enhances our profitability. Our profitability has not historically
been materially impacted by changes in method of fulfillment. The lower product
costs for stock ship orders is typically offset by the carrying cost of
inventory, and costs related to packing and shipping the product to our
customers. Because the profitability and liquidity related to these fulfillment
methods have typically been similar, the period to period shifts in fulfillment
mix have historically been immaterial. We will continue to monitor stock ship
and drop ship performance and, if the impact of mix shift on profitability and
working capital becomes material, we will provide additional disclosure at that
time.

                    4.

                    Please
      include a discussion and analysis of operating, investing and financing
      cash flows for each year presented. In addition, please address material
      changes in the underlying drivers of cash flows, rather than merely
      reciting items identified on the statements of cash flows. For example,
      please explain the reasons for significant changes in operating cash flows
      related to working capital items, such as inventory and accounts payable
      and accrued liability balances: Refer to Item 303(a)(1) of Regulation S-K
      and the Commission Guidance Regarding Management's Discussion and Analysis
      of Financial Condition and Results of operations, SEC Release No.
      33-8350.

          In our
future filings we will include a discussion and analysis of our operating,
investing and financing cash flows for each year presented.  We will
discuss and explain material changes in working capital and the primary drivers
of those changes. For example, our discussion of changes in our cash flow is
expected to include similar disclosure to the following:

          Liquidity
and Capital Resources

          We
have historically funded our operations from cash generated from operations,
credit facilities, bank and stockholder loans, and equity financing and capital
lease financings.  We had no balance outstanding under our bank line
of credit during fiscal 2008 and in connection with the transition of our
commercial banking relationship in the fourth quarter of 2008 we cancelled our
line of credit effective December 31, 2008 and did not establish a new line of
credit during fiscal 2009.

          We
had cash and cash equivalents of $26.3 million as of January 2, 2010,
representing a $6.2 million decrease from $32.5 million as of December 31,
2008.  The decrease of our cash and cash equivalents was primarily due
to short term investments in municipal bonds, certificates of deposit and United
States treasuries for a total of $11.1 million as of January 2,
2010.

          Net
cash provided from operating activities increased by $8.6 million to $11.6
million from $3.0 million for fiscal 2009 and fiscal 2008,
respectively.  The change in cash from operating activities was
primarily due to the increase in our accounts payable, accrued expenses and net
income partially offset by an increase in inventory and accounts receivable
driven by the 15% increase in net sales and the opening of our new East Coast
distribution center  which opened in first quarter of
2009.

          Net
cash flows used in investing activities were $18.1 million for fiscal 2009 and
$11.1 million provided by investing activities for fiscal
2008.  Investing activities for the fiscal 2009 was primarily for
capital expenditures of $8.4 million and short term investments of $11.1
million, partially offset by the sale of marketable securities. Capital
expenditures during fiscal 2009 included investments in the new East Coast
distribution center and continued investment in supporting our technology
infrastructure. For fiscal 2008, net cash flows provided by investing activities
was primarily due to the sale of marketable securities, partially offset by
capital expenditures for supporting technology infrastructure.

                    5.

                    On
      April 22, 2009 you filed a Form 8-K concerning the settlement of your
      litigation with Ford Global Technologies, LLC. In connection with that
      settlement you entered into a distribution agreement with LKQ Corporation;
      however, it appears that this agreement has not been filed on EDGAR.
      Please tell us whether this is a material contract required to be filed in
      accordance with Item 601(b)(l0) of Regulation S-K. If so, please confirm
      that you will file the agreement with your next periodic
      report.

          We do not
believe the distribution agreement entered into with LKQ Corporation is a
material contract required to be filed in accordance with item 601(b) (10) of
Regulation S-K. It meets neither the “outside the ordinary course of business”
threshold under 601(b)(10)(i) nor the financial threshold under
601(b)(10)ii(B).

                    6.

                    Please
      present a separate line item for goodwill impairment losses. Refer to ASC
      350-20-45-2.

          In our
future filings, we will present on a separate line item the goodwill impairment
loss before the subtotal income from continuing operations unless a goodwill
impairment loss is associated with a discontinued operation.

                    7.

                    Please
      tell us what inventory reserves represent. A reduction in the carrying
      amount of an inventory item from cost to market value represents a new
      cost basis for that item. The write-down can be recovered only through
      sale or disposition of the item and cannot be restored if the market value
      recovers prior to sale or disposition. Thus, it is unclear what your
      inventory reserves relate to and why you have utilized a contra-asset
      account to capture the credit balance. Please explain in detail. Also
      explain the year over year variance in inventory write-downs/reserves and
      what the deductions represent.

          The
inventory reserves are for slow moving, obsolete, scrap product and shrinkage.
Management reviews product inventory at a stock keeping unit (“SKU”) level and
makes a determination of the marketability of the product and records a
reduction in inventory value based upon the SKU inventory on hand, item movement
and the age of the inventory.  Due to inventory system limitations and
quantity of SKUs carried in our distribution centers, we have not marked down
each SKU to reflect this new market cost.  The adjusted inventory
balance equals the total inventory value as if we did mark each SKU down to the
lower cost.  Through this inventory process we also have marked up
some of our inventory when the specific SKU begins to sell. We acknowledge due
to our inventory system limitations the cost adjustment should not mark up
previously written down inventory SKU’s.  We recalculated the cost
adjustment by SKU without any mark ups and compared the difference to our
current inventory reserve balance. As a result, we noted that the inventory
balance was overstated by $74,000 and $45,000 as of December 31, 2008 and 2009,
respectively. Such differences were immaterial for both fiscal
years.

          The
deductions against the reserve are for actual product that is written off as
lost, damaged or scrapped.  For example, SKUs that may have been
marked down to zero cost in our inventory system are written off and disposed of
against the reserve account.

          Beginning
with our next interim report we will allocate the inventory reserve and adjust
the actual inventory cost by SKU for those items identified as previously
reserved.  We will no longer make any write-up adjustments (based on
sales) to the SKU cost and expect to only recover the item cost upon sale or
disposition. This should eliminate the inventory reserve account.

                    8.

                    Please
      disclose your revenue recognition policy for sales of online advertising
      services. Please also clarify whether your policy disclosure with respect
      to product sales and shipping revenues is applicable to both your online
      and offline sales channels and to both drop-ship and stock-and ship
      orders.

          The
Company receives revenue from sales of advertising on our websites and is
recognized when earned based upon meeting the performance requirements of the
advertising program agreement. Advertising revenues have historicall

CORRESP
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    extensionletter.htm

      17150 S.
Margay Ave., Carson CA 90746

      Phone & Fax (310)
735-0085

    Mr. H.
Christopher Owings, Assistant Director

    Mr. Scott
Anderegg

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
Street N.E.

    Washington,
D.C. 20549-3561

    July 12,
2010

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

    Form
10-K For the Fiscal Year Ended January 2, 2010 Filed March 15, 2010

    Definitive
Proxy Statement on Form 14A  Filed April 6, 2010

    File
No. 001-33264

    Dear
Messrs. Owings and Anderegg:

    On behalf
of USAP, this letter is being transmitted in response to comments received from
the staff (the “Staff”) of the Securities and Exchange Commission by letter
dated June 25, 2010, with respect to the Company’s (i) Annual Report on Form
10-K for the fiscal year ended January 2, 2010, and (ii) the Definitive Proxy
Statement on Schedule 14A filed on April 6, 2010. As I discussed with Mr. Owings
of the Staff, we are working to complete these responses as thoroughly as
possible and this letter is to let you that you can expect our response on
Friday, July 16, 2010.

    Please
call me with any questions.

    Very
truly yours,

    /s/ Theodore R. Sanders

Theodore
R. Sanders

    Chief
Financial Officer

    (Principal Financial Officer)

    Cc:          Robyn
Manuel

    William
Thompson

    Brigitte
Lippmann

July 2, 2010
 Theodore R. Sanders Chief Financial Officer U.S. Auto Parts Network, Inc. 17150 South Margay Avenue Carson, CA 90746
Re: U.S. Auto Parts Network, Inc.
 Amendment No. 1 to Item 4.01 Form 8-K
Filed July 1, 2010 File No. 1-33264

Dear Mr. Sanders:
 We have reviewed your filing and have the following comment.  Please respond to this letter within fi ve business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comment applies to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have additional comments.    Amendment No. 1 to Item 4.01 Form 8-K Filed July 1, 2010

1. Amendments should set forth the complete text of each item as amended.  As such,
please file the complete text of Item 4.01 in  an amendment with all of the disclosures
required in Item 304 of Regul ation S-K.  Refer to Rule  12b-15 promulgated under the
Securities Exchange Act of 1934.  In a ddition, please incorporate Exhibit 16.1 by
reference to Form 8-K filed June 23, 2010.

As previously requested in our letter da ted June 24, 2010, 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

Theodore R. Sanders U.S. Auto Parts Network, Inc. July 2, 2010 Page 2

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

You may contact Lisa Sellars at 202-551-3348 if you have questions.  In her absence you
may contact me at (202) 551-3344.
Sincerely,

William H. Thompson Accounting Branch Chief

June 24, 2010
 Theodore R. Sanders Chief Financial Officer U.S. Auto Parts Network, Inc. 17150 South Margay Avenue Carson, CA 90746
Re: U.S. Auto Parts Network, Inc.
 Item 4.01 Form 8-K
Filed June 23, 2010 File No. 1-33264

Dear Mr. Sanders:
 We have reviewed your filing 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 letter within fi ve business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comment applies to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have additional comments.
Item 4.01 Form 8-K Filed June 23, 2010

 1. Please revise to state the date that you actua lly engaged Deloitte as your new independent
accountant.  Please refer to paragraph (a)(2) of Item 304 of  Regulation S-K.

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.

Theodore R. Sanders U.S. Auto Parts Network, Inc. June 24, 2010 Page 2

 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 federal securities laws of the United States.

You may contact Lisa Sellars at 202-551-3348 if you have questions.  In her absence you
may contact me at (202) 551-3344.
Sincerely,

William H. Thompson Accounting Branch Chief

CORRESP
1
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Acceleration Request from U.S. Auto Parts Network, Inc.

 U.S. Auto Parts Network, Inc.

 17150 South Margay Avenue

 Carson, CA 90746

 February 7, 2007

 VIA FACSIMILE AND EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Mr. Scott Anderegg

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

Registration Statement on Form S-1 (File No. 333- 138379)

Acceleration Request

Requested Date:

February 8, 2007

Requested Time:

4:30 p.m. Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, U.S. Auto Parts Network, Inc. (the “Registrant”) hereby requests that the Securities and Exchange
Commission (the “Commission”) take appropriate action to declare the above-referenced Registration Statement on Form S-1 (File No. 333- 138379) originally filed with the Commission on November 2, 2006, as amended to date, and the
Registrant’s Registration Statement on Form 8-A, effective at the Requested Date and Requested Time set forth above or as soon thereafter as practicable.

 The Registrant hereby acknowledges that:

•

 should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from
taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the
Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

•

 the Registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

Sincerely,

U.S. Auto Parts Network, Inc.

By:

/S/ MICHAEL J. MCCLANE

Michael J. McClane

Chief Financial Officer

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1
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Acceleration Request from Underwriters

 [RBC Capital Markets Letterhead]

 February 6, 2007

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 “F” Street, N.E., Mail
Stop 6010

 Washington, D.C. 20549

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

Registration Statement on Form S-1

File No. 333-138379

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the Securities Act of 1933, as amended, the undersigned, as representatives of the prospective Underwriters, hereby join U.S.
Auto Parts Network, Inc. in requesting that the effective date for the Registration Statement referred to above be accelerated so that it may be declared effective at 4:30 p.m. E.D.T. on February 8, 2007, or as soon thereafter as
practicable.

 In accordance with Rule 460 of the Securities Act of 1933, as amended, and in connection with the foregoing, please be
advised that the undersigned have effected from January 22, 2007 through the date hereof approximately the following distribution of:

 Preliminary Prospectus dated January 22, 2007

 4,834 copies to prospective Underwriters, institutional investors,
dealers and others.

 The undersigned confirm that they have complied and will continue to comply, and that they have been informed by
participating underwriters and dealers that they have complied and will continue to comply, with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

RBC CAPITAL MARKETS CORPORATION

Thomas Weisel Partners LLC

Piper Jaffray & Co.

JMP Securities LLC

As the Representatives of the several Underwriters

By: RBC Capital Markets Corporation

By:

/s/ Timothy Karman

Name:

Timothy Karman

Title:

Director, Head of Internet Banking

Mail Stop 3561

January 19, 2007

Michael J. McClane, Chief Financial Officer
U.S. Auto Parts Network, Inc.
17150 South Margay Avenue
Carson, CA  90746

Re: U.S. Auto Parts Network, Inc.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed January 10, 2007
File No. 333-138379

Dear Mr. McClane:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document 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.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

Compensation Discussion and Analysis, page 75
1. In the discussion of incentive cash bonus es, you indicate that  they are awarded
based on an executive’s contribution to ach ieving business objectives.  You state
that the awards are based on a subjective evaluation of each executive’s
contribution towards achieving the business objectives, but it is unclear whether

Michael J. McClane
U.S. Auto Parts Network, Inc.
January 19, 2007 Page
2

the business objectives are based on obtain ing certain objective financial results
or whether that is a subjective determ ination.  If the business objectives are
quantified, please specify those business obj ectives.  See Item 402 (b)(2)(v) of
Regulation S-K.
2. Please clarify how you determine the amount  of each compensation element to
pay and your policies for allocating betw een long-term and currently paid out
compensation.  See Item 402(b)(1)(v) and 402(b)(2)(i) of Regulation S-K.  Also, please consider including a discussion of  any of the remaining factors in Item
402(b)(2) of Regulation S-K that are nece ssary to provide investors material
information to understand your compensati on policies and decisions regarding the
named executive officers.
3. If true, please clarify that the compen sation committee has not formalized any
procedures regarding grants of stock op tions.  Otherwise, please specify the
factors that will be considered in making stock option grants.

Note 14.  Subsequent Events (Unaudited), page F-35
4. We note the reverse stock split which occurred in January 2007 is unaudited; however, the earnings per share and share data disclosed in the balance sheet,
statements of income, statements of stockholders’ equity and Note 7 Net Income per Share appear to be covered by the acc ountants’ report.   Please advise us of
the basis for determining that the stock split for which retroactive restatement of
the financial statements was required s howing the significant changes to earnings
per share and share data was disclosure  not necessary to fairly present the
financial position and operating results on which the accountants’ were reporting.
Alternatively, please revise to indicate that the reverse stock split is covered by
the auditor’s report.  Reference is made to AU Section 530.

Exhibit 5.1
5. The legal opinion refers to the “Delaw are General Corporation Law.”  Please
have counsel confirm for us in writing th at the legality opinion concurs with our
understanding that the reference and limitation to the Delaware General
Corporation Law includes the statutory provisions and also all applicable
provisions of the Delaware Constitu tion and the reported judicial cases
interpreting those laws currently in effect.  Please file this confirmation as correspondence on the EDGAR system.

***

Michael J. McClane
U.S. Auto Parts Network, Inc.
January 19, 2007 Page
3

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment 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 amendmen t and responses to our comments.
You may contact Brian McAllister, Accountant, at  (202) 551-3341 or Donna
DiSilvio, Senior Accountant, at (202 ) 551-3202, if you have questions regarding
comments on the financial statements and related matters.  Please contact Scott Anderegg, Staff Attorney, at (202) 551-3342, El lie Quarles, Special Counsel, at (202)
551-3238, or me at (2 02) 551-3720 with a ny other questions.

Sincerely,

H. Christopher Owings
Assistant Director

cc: Ellen S. Bancroft, Esq.
 FAX (949) 932-3601

Mail Stop 3561

November 27, 2006

Michael J. McClane, Chief Financial Officer
U.S. Auto Parts Network, Inc.
17150 South Margay Avenue
Carson, CA  90746

Re: U.S. Auto Parts Network, Inc.
Registration Statement on Form S-1
Filed November 2, 2006
File No. 333-138379

Dear Mr. McClane:

We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessary  in your explanation.  In some of our comments, we may ask you
to provide us with information so we may bette r 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 ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.

Michael J. McClane
U.S. Auto Parts Network, Inc.
November 27, 2006 Page 2
General
1. We note a number of blank spaces throughout yo ur registration statement for information
that you are not entitled to omit under Rule 430A, such as the anticipated price range.
Please note that we may have additional comm ents once you have provided this disclosure.
Therefore, please allow us sufficient time to review your complete disclosure prior to any distribution of preliminary prospectuses.
2. Please provide us with any gatefold information such as pictures, gra phics or artwork that
will be used in the prospectus.
3. Please file all required exhibits, such as the underwriting agreemen t and the legal opinion,
in a timely manner so that we may have time to review them before you request that your
registration statement become effective.

Front Cover of Prospectus
4. We note that you have listed four underwriters on the cover page.  Pleas e revise to identify
only the lead or managing underwriters.  Refer to Item 501(b)(8)(i) of Regulation S-K.

Table of Contents
5. Please move the second through fourth paragraphs below the table of contents to another part of the prospectus.  The forepart of the prospectus should be lim ited to the cover page,
table of contents, summary, a nd the risk factor section.
6. In the second paragraph below the table of c ontents, the second sentence, you state “that the
accuracy and completeness of the information are not guaranteed” and in the last sentence
of the paragraph, you state that you “have not independently verified the information.”
Under the federal securities laws, the company is responsible for all information contained
within its registration statement and should not include language that suggests otherwise.
Please delete these statements.

Prospectus Summary, page 1
7. We note your statement that the prospectus su mmary is not complete and might not contain
all the information that an i nvestor should consider.  Howe ver, the prospectus summary
should highlight all material information for an  investor.  Please re vise your disclosure
language accordingly.
8. As currently drafted, the summa ry section is too long.  Also, much of the summary as
currently drafted simply repeats disclosure  in your business di scussion.  The summary
should provide a brief, non-repetitive, non-generi c discussion of the most material aspects
of you and your offering.  Please reduce the amount  of detail by carefully considering and

Michael J. McClane
U.S. Auto Parts Network, Inc.
November 27, 2006 Page 3
identifying those aspects of the offering that  are the most significant and determine how
best to highlight those points in clear, plain language.  For example, consider deleting the
subsections entitled “Our Solution” on page 2 and “Our Growth Strategy” on page 3.  This
disclosure is too detailed for the summary and is more appropriate for your business
discussion.  To further balan ce your summary, you should provide  disclosure of net sales
and other financial metrics for th e prior year and prior period.
9. We note your references to studies publis hed by the Automotive Aftermarket Industry
Association and Forrester Research.  Please provide copies of these studies to us,
appropriately marked and da ted.  Confirm for us in your  response letter that these
documents are publicly available.  To the ex tent that any of these reports have been
prepared specifically for you, please f ile consents from any third party.

Summary Consolidated Fi nancial Data, page 7
10. With a view towards transparency of the unaudited pro forma adjustments please cross
reference footnote one of the pro forma combin ed statement of operations.  We refer you to
page 36.  See Item 301(b)(2) of Regulation S-K.
Risk Factors, page 9
11. In general, descriptions of risks that descri be circumstances that could apply equally to
other businesses that are similarly situated are generic risks that should not be included in
your risk factor section.  Please either eliminate these generic risks, or revise them to state
specific material risks to your company or to the purchasers in this offering.  For example,
we note that the following risk factors appear to contain ge neric disclosures:
• If our fulfillment operations  are interrupted for any significant period…, page 14
• Future acquisitions could disrupt our business…, 16

Please note these are examples only.  Review your  entire risk factor section and revise as
necessary.

We are dependent upon relationships w ith suppliers in Taiwan…, page 10
12. We note the use of language that mitigates the risk discussed in this risk factor.  Please
remove the mitigating language from all of your factor factors.

Challenges by OEMs to the validity of  aftermarket auto parts…, page 15
13. Please quantify the percentage of parts that may be affected by the Ford Global Technologies, LLC litigation.

Michael J. McClane
U.S. Auto Parts Network, Inc.
November 27, 2006 Page 4
Future acquisitions could disrupt our business…, page 16
14. Please revise to discuss any past difficulties th at you have had integrating prior acquisitions.

The United States government may substant ially increase border controls…, page 21
15. Please quantify the percentage of your product sales attributable to Kool-Vue mirrors.

Our charter documents could de ter a takeover effort…, page 25
16. Please describe briefly the provisions in your charter that could deter a takeover effort.

Capitalization, page 29
17. Capitalization generally includes long-term debt, stock and retain ed earnings.  Please revise
to delete cash and cash equivalents from your ta bular presentation or revise to explain the
basis for presentation. We refer you to page 36.

Unaudited Pro Forma Combined Statement of Operations, page 36
18. Please disclose the impact excluding TBP Real  Estate LLC from Partsbin has on both the
financial position and results of operations.  Alternatively, please disc lose that TBP Real
Estate LLC was insignificant to Partsbin.
 Management’s Discussion and Analysis of  Financial Condition and Results…, page 39
19. You state that you are “a  leading online provide r of aftermarket auto parts, including body
parts, performance parts and accessories.”  However, you have not indicated whether the
source of this information is based upon ma nagement’s belief, industry data, reports,
articles, or any other source.  If this stat ement, or any other statement throughout your
document, is based upon management’s belief, pl ease indicate that this is the case and
include an explanation for the basis of that be lief.  If the information is based upon reports
or articles, please provide these document s to us, appropriately marked and dated.
20. Please expand this section to discuss known material trends a nd uncertainties that will have,
or are reasonably likely to ha ve, a material impact on your revenues or income or result in
your liquidity decreasing or in creasing in any material way.  For example, we note that you
have experienced declining margins.  Discuss whether you expect that trend to continue.
Please provide additional analysis concerning the quality and variab ility of your earnings
and cash flows so that investors can ascertain the likelihood of the extent past performance
is indicative of future performance.  Please disc uss 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:

Michael J. McClane
U.S. Auto Parts Network, Inc.
November 27, 2006 Page 5
• economic or industry-wide factors relevant to your company, and

• material opportunities, challe nges, 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. 33-8350.

Nine Months Ended September 30, 2005 Compared  to Nine Months Ended September 30, 2006,
page 45
21. Please disclose whether the statistics for e- commerce orders include  orders coming from
affiliated websites, telephony or any channels other than your websites, as applicable.  If so, please include a statistical discussion of th ese other channels, to the extent they are
materially significant, for the comparative periods presented.  Alternatively disclose the other methods are presently insignificant or th at there are no other me thods presently being
used to receive orders , as applicable.
22. Assuming that the discussion of the online marketplace, e-commerce and wholesale channels is materially important to an unde rstanding of your business, please include a
discussion that explains the nature of and the di stinctions between these channels or lines of
business.  Also please include monetary results and the changes in percentage terms for all three channels in each comparative period.  For example, on page 45 you disclose net sales
for the online business in creased 119.8% and disclose no mone tary results or ratios for e-
commerce and wholesale channels.  Furt her, on page 48 you disclose the online
marketplace generated $10.3 million in net sa les; e-commerce generated $34.9 million and
are silent with respect to the wholesale cha nnel.  Please expand your discussion of net sales
to take into account all of the meaningful changes in your business for the comparative
periods.

Marketing Expense, page 46
23. Please tell us if sales commissi ons are being paid to employees, customers, resellers or
some other parties, as applicable.  Tell us how commissions are earned.  For example, tell us if commissions are paid on the basis of  a single purchase, a cumulative level of
purchases, by remaining a customer for a prescr ibed period, or otherwis e.  Tell us if it is
paid strictly in cash or anot her form of consideration and whether you receive any other
identifiable benefits from these purchasers that  you also receive from them when a sale does
not take place.  In your response please te ll us the amount of commissions included in
marketing expense for the annual and interim periods presented.

Michael J. McClane
U.S. Auto Parts Network, Inc.
November 27, 2006 Page 6
Contractual Obligations, page 55
24. Please revise your filing to address any significa nt changes in obligations during the interim
period and that you expect to occur, assuming completion of the offering, in a narrative
following the table.   See Instructions to Paragraph (b) of Item 303 of Regulation S-K.

Change in Accountants, page 56
25. Please revise your disclosure to state whethe r the former independent accountants resigned,
declined to stand for re-election or were di smissed.  See Item 304(a )(1)(i) of Regulation S-
K.

Internal Controls Over Financial Reporting, page 57
26. We note in your risk factors that your audi tors have identified certain significant
deficiencies in your internal control over  financial reporting.  Please disclose the
deficiencies and your efforts to correct these deficiencies.

Our Proprietary Catalog, page 64
27. We note your discussion of your proprietary product database.  If applicable, please expand your discussion to include any intellect ual property protection for your database.
In this regard, please discuss the importan ce and duration of all material patents,
trademarks and licenses held.  See It em 101(c)(1)(iv) of Regulation S-K.

Suppliers, page 65
28. Please revise your disclosure to discuss the ma terial terms of any material contracts with
your principal suppliers or manu facturers.  If you do not have  written contracts with your
major suppliers please disclose that fact here.  Also, if written, please file the material contracts as exhibits.  Please refer to  Item 601(b)(10) of Regulation S-K.

International Operations, page 66

29. We note that you have operations in the Ph ilippines and India and that you rely on
manufacturers in Taiwan and China.  Please de scribe any material governmental regulations
or restrictions that affect your business.  Also describe the impact of foreign currency
exchange fluctuations on your business.

Management, page 70
30. Describe briefly any arrangement pursuant to  which the directors have been named as
directors.  See Item 401(a) of Regulation S-K.

Michael J. McClane
U.S. Auto Parts Network, Inc.
November 27, 2006 Page 7
Related Party Transactions, page 77
31. Disclose whether the transactions and agreemen ts with related parties were comparable to
terms you could have obtained from unaffiliated third parties.  Also, if  written, please file
all related party contracts as exhibits or confirm to us th at they all have been filed.

Principal Stockholders, page 80
32. Please revise to provide the information in th e beneficial ownership table as of the most
recent practicable date, as required by Item 403 of Regulation S-K.
33. Please disclose the person that has the voting or  investment control over the shares held by
Oak Investment Partners XI, L.P.  Please see I.60 of the Division of Corporation Finance’s Manual of Telephone Interpretations Manual (July 1997) and 4S of the Regulation S-K
section of March 1999 supplement to the manual.
Description of Capital Stock, page 82
34. You state that any shares of common stock th at are offered under the prospectus will be
fully paid and non-assessable.  This is a legal conclusion that only the registrant’s counsel may make.  Please revise to clarify, if true, th at this is counsel’s conclusion.  You should
also identify counsel and refer readers to the legality opinion.

Index to Consolidated Combined Financial Statements, page F-1

U.S. Auto Parts Network, Inc. and Subsidiaries

Consolidated Balance Sheets, page F-4
35. Please tell us why you determined the convertible preferred stock is classified as permanent equity.  In your response pleas e include your consideration th at the preferred stock will
convert into common stock at  the initial public offering and the impact of demand
registration rights of preferred shareholders.  Please descri be the available settlement
alternatives, the party that c ontrols the alternatives and pe nalties in the event you are not
able to deliver registered common shares.   Please include the applicable accounting literature to support your conclusion.
36. Please tell us what consideration you gave to  classifying the non-current portion of notes
payable as current liabilities.  We note you disclo se that debt holders re quire the notes to be
paid with the proceeds from this initial public  offering which may reasonably occur within
one year of the balance sheet date.  Please advise  or revise your balanc e sheet, as applicable.
See EITF D-61.

Michael J. McClane
U.S. Auto Parts Network, Inc.
Novembe