SecProbe.io

December 5, 2025
Steven Keller
Chief Financial Officer
Rush Enterprises, Inc.
555 IH 35 South
New Braunfels, TX 78130
Re:Rush Enterprises, Inc.
Form 10-K for Fiscal Year Ended December 31, 2024
File No. 000-20797
Dear Steven Keller:
            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 their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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555 IH 35 South, Suite 500 – New Braunfels, Texas 78130 – (830) 302-5200

October 2, 2025

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3561

Attn: Messrs. Stringer and Parker

			Re:

			Rush Enterprises, Inc.

			Form 10-K for the Fiscal Year Ended December 31, 2024

			Filed February 24, 2025

			File No. 000-20797

Dear Messrs. Stringer and Parker:

On behalf of Rush Enterprises, Inc. (the “Company”), set forth below is the Company’s response to the comment received from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), by letter dated September 19, 2025, with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on February 24, 2025 (the “Form 10-K”). For your convenience, the text of the Staff’s comment is set forth below in bold type followed by the Company’s response.

Form 10-K for Fiscal Year Ended December 31, 2024

Consolidated Statements of Cash Flows, page 46

			1.

			Please tell us where in the statement of cash flows you record changes in floor plan notes related to PFC, which appears to be affiliated with Peterbilt, and how you determined the treatment was appropriate.

Response:

For the fiscal year ending December 31, 2024, the cash flow related to the Company’s Inventory Financing and Purchase Money Security Agreement (the “PFC Floor Plan Credit Agreement”) with Paccar Financial Corp. (“PFC”) was limited to the initial balance borrowed from PFC on December 16, 2024, which PFC paid directly to BMO Bank N.A. (“BMO”) in connection with the Company’s reduction of the aggregate loan commitment under the Fifth Amended and Restated Credit Agreement (the “BMO Floor Plan Credit Agreement”) from $1.0 billion to $675.0 million. Both the initial borrowing from PFC and the reduction of debt owed to BMO were classified within “Draws (payments) on floor plan notes payable – non-trade, net” in the Company’s Consolidated Statements of Cash Flows. The Company acknowledges that Peterbilt Motors Company (“Peterbilt”) is an affiliate of PFC.

U.S. Securities and Exchange Commission

Division of Corporate Finance

October 2, 2025

Page 2 of 2

The Company determined that this treatment was appropriate by reviewing ASC Topic 230, in addition to the transcript of the December 6, 2005, speech given at the AICPA National Conference on Current Commission and PCAOB Developments by Joel Levine, Associate Chief Accountant, Division of Corporate Finance. The key factor determining cash flow treatment under both ASC Topic 230 and Mr. Levine’s speech appears to be whether a manufacturer-affiliated finance company remits funds directly to the manufacturer, rather than whether the loan agreement itself is between a dealer and a manufacturer-affiliated finance company. As stated above, during 2024, the only activity under the PFC Floor Plan Credit Agreement was the initial borrowing by the Company and subsequent payment by PFC to BMO to reduce the Company’s debt outstanding under the BMO Floor Plan Credit Agreement.

Pursuant to a separate agreement with Peterbilt, when the Company purchases Peterbilt inventory, it pays Peterbilt directly. Currently, the Company is paying for its Peterbilt inventory with cash on hand, and such payments are presented as operating cash flows. The Company notes that on page 57 of the Form 10-K, it states that “[t]he Company finances all of the purchase price of its new [Peterbilt] commercial vehicle inventory…under the PFC Floor Plan Credit Agreement…under which…PFC…pays the manufacturer directly with respect to new commercial vehicles.” In future filings with the Commission, the Company will clarify this disclosure to reflect the Company’s current practices with respect to the PFC Floor Plan Credit Agreement and the fact that the Company, rather than PFC, pays Peterbilt directly.

In summary, the Company believes that its cash flow presentation of all activity under the PFC Floor Plan Credit Agreement was correctly presented in the Form 10-K.

* * * *

Please let us know if you have any further questions or if we can clarify any other issue that you may have. You may call me at (830) 302-5226.

			Sincerely,

			/s/ Steven Keller

			Steven Keller

			Chief Financial Officer and Treasurer

			cc:

			W.M. “Rusty” Rush

			President, Chief Executive Officer and Chairman of the Board

			Rush Enterprises, Inc.

			Michael Goldstone

			Senior Vice President, General Counsel and

			Corporate Secretary

2

September 19, 2025
Steven Keller
Chief Financial Officer
Rush Enterprises, Inc.
555 IH 35 South
New Braunfels, TX 78130
Re:Rush Enterprises, Inc.
Form 10-K for Fiscal Year Ended December 31, 2024
File No. 000-20797
Dear Steven Keller:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2024
Consolidated Statements of Cash Flows, page 46
1.Please tell us where in the statement of cash flows you record changes in floor plan
notes related to PFC, which appears to be affiliated with Peterbilt, and how you
determined the treatment was appropriate.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Scott Stringer at 202-551-3272 or Joel Parker at 202-551-3651 with
any questions.
Sincerely,

September 19, 2025
Page 2
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
April 17, 2023
Steven Keller
Chief Financial Officer
Rush Enterprises, Inc.
555 IH 35 South
New Braunfels, TX 78130
Re:Rush Enterprises, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed February 23, 2023
File No. 000-20797
Dear Steven Keller:
            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 their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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555 IH 35 South, Suite 500 – New Braunfels, Texas 78130 – (830) 302-5200

April 11, 2023

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3561

Attn: Mr. Scott Stringer and Mr. Adam Phippen

			Re:

			Rush Enterprises, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2022

Filed February 23, 2023

File No. 000-20797

Dear Mr. Stringer and Mr. Phippen:

On behalf of Rush Enterprises, Inc. (the “Company”), set forth below is the Company’s response to the comment received from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), by letter dated March 29, 2023, to Steven Keller, Chief Financial Officer and Treasurer of the Company, regarding the Company’s Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on February 23, 2023 (the “Form 10-K”). For your convenience, the text of the Staff’s comment is set forth below in bold type followed by the Company’s response.

Item 9A. Controls and Procedures

Management’s Annual Report on Internal Control over Financial Reporting, page 80

			1.

			Please tell us why you have not disclosed management's assessment of your internal control over financial reporting, including a statement as to whether or not internal control over financial reporting is effective. Refer to Item 308(a)(3) of Regulation S-K.

Response:

The failure to disclose management’s conclusion that the Company maintained effective internal control over financial reporting as of December 31, 2022, was an inadvertent omission. The second paragraph under the subheading “Management’s Annual Report on Internal Control over Financial Reporting” on page 80 of the Company’s Form 10-K, should have included the sentence set forth in bold type below:

“As of December 31, 2022, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control – Integrated Framework,” issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission (2013 Framework). Based on the assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, 2022, based on those criteria.”

U.S. Securities and Exchange Commission

Division of Corporate Finance

April 11, 2023

Page 2 of 2

In future filings, the Company will ensure that it discloses management’s assessment of its internal control over financial reporting, including the Company’s conclusion as to whether or not its internal control over financial reporting is effective.

* * * *

Please let us know if you have any further questions or if we can clarify any other issue that you may have. You may call me at (830) 302-5257.

			Sincerely,

			/s/ Michael Goldstone

			Michael Goldstone

			Senior Vice President, General Counsel and Corporate Secretary

			cc:

			W.M. “Rusty” Rush

			President, Chief Executive Officer and Chairman of the Board

			Rush Enterprises, Inc.

			Steven Keller

			Chief Financial Officer and Treasurer

United States securities and exchange commission logo
March 29, 2023
Steven Keller
Chief Financial Officer
Rush Enterprises, Inc.
555 IH 35 South
New Braunfels, TX 78130
Re:Rush Enterprises, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed February 23, 2023
File No. 000-20797
Dear Steven Keller:
            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 comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 9A. Controls and Procedures
Management's Annual Report on Internal Control over Financial Reporting, page 80
1.Please tell us why you have not disclosed management's assessment of your internal
control over financial reporting, including a statement as to whether or not internal control
over financial reporting is effective. Refer to Item 308(a)(3) of Regulation S-K.
            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.

 FirstName LastNameSteven Keller
 Comapany NameRush Enterprises, Inc.
 March 29, 2023 Page 2
 FirstName LastName
Steven Keller
Rush Enterprises, Inc.
March 29, 2023
Page 2
            You may contact Scott Stringer at 202-551-3272 or Adam Phippen at 202-551-3336 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

Mail Stop 3561
March 29, 2017

Mr. W.M. “Rusty” Rush
President and Chief Executive Officer
Rush Enterprises, Inc.
555 I.H. 35 South, Suite 500
New Braunfels, Texas   78130

Re: Rush Enterprises, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2015
Filed February 29, 2016
File No. 000 -20797

Dear Mr. Rush :

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/ Jennifer Thompson

 Jennifer Thompson
 Accounting Branch Chief
Office of Consumer Products

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555 IH 35 South, Suite 500 – New Braunfels, Texas 78130 – (830) 626-5200

March 10, 2017

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3561
Attn: Jennifer Thompson, Accounting Branch Chief Office of Consumer Products

Re:

Rush Enterprises, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed February 29, 2016

File No. 000-20797

Dear Ms. Thompson:

On behalf of Rush Enterprises, Inc. (the “Company”), set forth below are the Company’s responses to comments received from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), by letter dated February 2, 2017. For your convenience, the text of the Staff’s comments is set forth below in bold followed by the Company’s responses.

Introduction:

Our nationwide dealership network is designed to be a one-stop source for all of the commercial vehicle needs of our customers. The Company considers its “(1) Parts, Service and Body Shop, (2) Finance, Insurance and Leasing and (3) Retail Sales and Marketing operations,” (collectively, the “Dealership Departments”) as integrated products/services delivered by the Company’s nationwide dealership network. The Company’s Chief Operating Decision Maker, W.M. “Rusty” Rush (our “CODM”), does not assess or make decisions about the allocation of resources to the Dealership Departments separately, in large part due to our contractual obligations to maintain certain of the Dealership Departments in our dealer agreements and the interdependent nature of the Dealership Departments.

One of the most important operating decisions made by our CODM is the determination of which manufacturers the Company will represent. Our CODM considers the requirements to maintain Dealership Departments when making these key operating decisions.

Our dealer agreements contractually obligate us to offer new commercial vehicle sales, parts sales and service operations within our areas of operation. As a result of those agreements, our Dealership Departments are economically dependent upon each other. If we do not sell or lease commercial vehicles, we will not be able to effectively sell parts or perform service. For example, our failure to effectively provide parts and service support for our customers could result in excessive downtime for our customers or noncompliance with our dealer agreements, either of which would result in the loss of commercial vehicle sales. As a result of the interrelated economic dependence of the Dealership Departments, which are both contractual and practical in nature, our CODM cannot make decisions about any Dealership Department without considering the impact such a decision would have on the other Dealership Departments.

U.S. Securities and Exchange Commission
Division of Corporation Finance

March 10, 2017

Page 2 of 9

Further, the only operating metric used by the CODM to make key operating decisions and allocate resources is operating income. The volume, sale prices, and cost of many of our commercial vehicle sales to national customers are heavily influenced by our manufacturers. Those are the most significant components of gross margin. The significant costs that are below gross margin include items that affect an entire dealership and not individual Dealership Departments, such as personnel, advertising and facility related expenses. Thus, the key decisions made by the CODM are decisions that affect costs for the Truck Segment as a whole.

Our CODM does not assess the performance of, or make decisions about the allocation of resources to, the Dealership Departments separately due to the nature of the financial information that he receives for the Dealership Departments. We do not prepare discrete financial statements after gross profit for the Dealership Departments. Generally, all of the product and service categories within a dealership share the same facility and are supported by common dealership management. Gross profit is only one component of operating profit and it can be misleading due to the interrelated nature of the Truck Segment, as discussed herein.

For example, we may sell 1,000 commercial vehicles to a national account customer at 1% gross margin (versus normal margins of 6-7%), but we may be awarded $10,000 of parts and service work for each new commercial vehicle prior to its delivery to the customer. If our CODM reviewed the Monthly Vehicle Gross Profit Report (discussed below) on its own, he might draw the conclusion that commercial vehicle gross margins are deteriorating and make an uninformed resource allocation decision related to the Retail Sales and Marketing operations. If he reviewed the Daily Total Backend Unadjusted Gross Profit Per Day Report (discussed below) on its own, it might appear that the parts and service business is experiencing a positive trend when in fact, the increase is the result of one commercial vehicle sales deal. A transaction of this nature is structured to enhance the operating income of the Truck Segment and not an individual Dealership Department, which is why our CODM primarily utilizes operating income in the Monthly Operating Income and Overhead Expense Report (discussed below) to make resource allocation decisions for the Truck Segment. Our CODM is intimately aware of the interdependent relationship of the Dealership Departments, which are interdependent both because of our dealer agreements and the nature of our nationwide dealership network and national account base. For this reason, operating income on a Truck Segment basis is the only metric that he can effectively rely on to assess the performance of the Dealership Departments and to allocate resources to the Dealership Departments.

Although our organizational structure is based on the Dealership Departments, this structure is solely related to facilitating personnel management. We have many employees who have responsibilities across multiple components of our Dealership Departments. For example, we have national accounts sales personnel who sell commercial vehicles to key customers, but also sell parts and service to these same customers. The integrated and interdependent nature of our business leads to discussions between our CODM and each of the Company’s Senior Vice Presidents that cross into many areas of the Company’s operations and not just their particular area of responsibility.

Responses to the Staff’s Comments:

Financial Statements and Supplementary Data

Note 18. Segments, page 73

U.S. Securities and Exchange Commission
Division of Corporation Finance

March 10, 2017

Page 3 of 9

1.

We note your response to comment 1. In order to assist us in evaluating your response and your disclosures, please provide the following information:

•

We note that your CODM reviews monthly and daily trend reports of multiple metrics. Please explain in reasonable detail the specific metrics he reviews and how he utilizes this information.

Response:

On a monthly basis, our CODM reviews several reports to formulate an overall assessment of the Truck Segment’s operations The primary report that our CODM utilizes in making key operating decisions for the Truck Segment is the Monthly Operating Income and Overhead Expense Report, which includes the total operating income and total overhead expenses for the Company for the current month and the two prior months. This report provides operating income and total overhead expenses for each of the Company’s dealerships and other operating segments (which do not meet the quantitative thresholds to be reportable segments). However, our CODM focuses his review on the total operating income at the Truck Segment level. Our CODM utilizes the Monthly Operating Income and Overhead Expense Report and the other reports described below in order to monitor business activity for any potential change in the direction the Company’s Truck Segment business is trending.

In addition to the Monthly Operating Income and Overhead Expense Report discussed above, the other reports and associated metrics our CODM reviews on a monthly basis are as follows:

1.

Monthly New Commercial Vehicle Gross Profit – This report shows the total gross profit on new commercial vehicle sales for the trailing 13 months. It includes subtotals for Heavy-Duty, Medium-Duty, Light-Duty, Bus and other.

2.

Monthly New Commercial Vehicle Unit Sales – This report shows the total unit sales of new commercial vehicles for the trailing 13 months. It includes subtotals for Heavy-Duty, Medium-Duty, Light-Duty, Bus and other.

3.

Monthly Used Commercial Vehicle Gross Profit – This report shows the total gross profit on used commercial vehicle sales for the trailing 13 months. It includes subtotals for Heavy-Duty, Medium-Duty, Light-Duty, Bus and other.

4.

Monthly Used Commercial Vehicle Unit Sales – This report shows the total unit sales of used commercial vehicles for the trailing 13 months. It includes subtotals for Heavy-Duty, Medium-Duty, Light-Duty, Bus and other.

5.

Daily Total Backend Unadjusted Gross Profit Per Day – This reports the total daily gross profit from all of the Company’s parts, service and body shop operations for each working day of the current month and each working day of the trailing three months.

U.S. Securities and Exchange Commission
Division of Corporation Finance

March 10, 2017

Page 4 of 9

As we explained in our prior response letter, our CODM allocates resources and assesses the Company’s financial performance on a Truck Segment basis. Although our CODM reviews each of the monthly and daily reports described above consisting of multiple metrics to understand both current and developing market conditions, the key metric that our CODM utilizes to review performance and make decisions regarding the allocation of resources is the operating income on a Truck Segment basis. For the reasons discussed above in the introduction, gross profit on a Dealership Department basis is not a useful measure of the Company’s business for making resource allocation decisions, nor are unit sales by themselves, and thus, they cannot be relied upon by our CODM to assess performance or allocate resources. Accordingly, other than the Monthly Operating Income and Overhead Expense Report, none of the other five reports described above stand on their own as useful means to assess performance or allocate resources, but are simply parts of the overall picture that our CODM uses to assess trends that may impact the operating income of the Truck Segment.

•

We note that you have Senior Vice Presidents who report directly to your CODM for each of your (1) Parts, Service and Body Shop, (2) Finance, Insurance and Leasing and (3) Retail Sales and Marketing operations. We also note that your CODM reviews certain financial information, including monthly unit sales and gross profit for vehicle sales and daily gross profit on parts service and body shop sales, prior to his monthly one-on-one meetings with these individuals and that each of these individuals discusses “the overall operations of the dealership network that they oversee.” Please tell us the nature of the specific dealership operations each of these individuals discusses with the CODM in their separate monthly meetings. For example, clarify if the Senior Vice President for Parts, Service and Body Shop operations discusses overall operations of the dealership network, including the Finance, Insurance and Leasing and Retail Sales and Marketing operations, or primarily just the operations he is directly responsible for managing. Also tell us whether each of these individuals discusses any financial information of the dealership network with the CODM and if so, describe to us the specific financial information each discusses.

Response:

The purpose of these meetings is to enable our CODM to maintain his awareness of general market conditions and make more informed resource allocation decisions to the Truck Segment. These are informal meetings without a pre-set agenda. Although our CODM meets with these Senior Vice Presidents to discuss the operations of the Dealership Departments that they oversee, the interdependent nature of the Company’s dealership network generally necessitates that our CODM and each of these Senior Vice Presidents discuss a number of subjects that are outside the scope of that particular person’s direct responsibility and are related to the overall operations of the Company’s national dealership network. For example, if a customer who routinely purchases new commercial vehicles from the Company is having issues with the amount of time its drivers are having to wait to get service at our dealerships or the customer routinely has problems obtaining replacement parts in a timely manner, this can ultimately result in an adverse impact on our commercial vehicle sales. This is because the amount of service downtime our customers have is an increasingly significant basis for their commercial vehicle purchase decisions. Therefore, it is not unusual for our CODM to discuss parts and service operations with the Senior Vice President who oversees commercial vehicle sales efforts. In addition, because the parts and service needs of our leasing operations are largely captive to our dealership network’s parts and service operations, the Senior Vice President who is responsible for leasing often discusses parts and service operations with our CODM.

U.S. Securities and Exchange Commission
Division of Corporation Finance

March 10, 2017

Page 5 of 9

Michael J. McRoberts serves as Senior Vice President and Chief Operating Officer of the Company. Mr. McRoberts oversees the Company’s parts, service and body shop operations across its dealership network and the General Managers of all of the Company’s dealership network, except for leasing managers, report up through Mr. McRoberts. When Mr. McRoberts meets with our CODM in his separate monthly meeting, they discuss the parts, service and body shop operations of the Company’s dealership network, but they also discuss other operational issues related to the Company’s dealership network. During these meetings, they discuss the finance, insurance, leasing and rental and commercial vehicle sales operations because these operations are dependent upon parts service and body shop operations and vice versa. For example, each new commercial vehicle sold by one of our dealerships must receive a pre-delivery inspection in one of our dealerships’ service department before it can be delivered. The delivery of a large quantity of new commercial vehicles requires coordination between commercial vehicle sales personnel and service personnel to ensure that the pre-delivery inspections are performed in a timely manner and our customer’s delivery requirements are met. Additionally, the service departments of our dealerships perform a significant amount of warranty work, which requires replacement parts from our parts departments. The parts and service departments at our dealerships are dependent upon the new commercial vehicle sales department to regularly sell commercial vehicles covered by manufacturers’ warranties to maintain a steady flow of warranty work. The fact that almost all of the personnel who work in the Company’s dealerships report up through Mr. McRoberts requires Mr. McRoberts and our CODM to discuss the finance, insurance and commercial vehicles sales operations in their monthly meetings. In Mr. McRoberts’ monthly meetings with our CODM, the financial information that is generally discussed is the trend in total gross profit from all of the Company’s parts, service and body shop operations across the Company’s dealership network and the Company’s operating expenses for the prior month across the Truck Segment. Our CODM does not review an operating income (expense) metric for parts, service and body shop operation

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555 IH 35 South, Suite 500 – New Braunfels, Texas 78130 – (830) 626-5200

February 9, 2017

VIA EDGAR

Jennifer Thompson

Accounting Branch Chief

Office of Consumer Products

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re:

Rush Enterprises, Inc.

Form 10-K for Fiscal Year Ended December 31, 2015

Response dated January 18, 2017

File No. 000-20797

Dear Ms. Thompson:

Rush Enterprises, Inc. (the “Company”) received the Staff’s comment letter dated February 2, 2017, regarding the Company’s response dated January 18, 2017, to the Staff’s comment letter dated December 16, 2016, regarding the Company’s Form 10-K for the fiscal year ended December 31, 2015.

We are currently preparing responses to the Staff’s comments; however, we will be unable to complete our responses within 10 business days of receipt of the Staff’s comment letter. Consequently, we request an extension of time. We anticipate that we will be able to submit our responses by March 6, 2017.

Thank you for your understanding. If you have any questions, please contact me at (830) 302-5209.

Sincerely,

/s/ Derrek Weaver

Derrek Weaver

Senior Vice President, General Counsel and Corporate Secretary

Mail Stop 3561
February 2, 2017

Mr. W.M. “Rusty” Rush
President and Chief Executive Officer
Rush Enterprises, Inc.
555 I.H. 35 South, Suite 500
New Braunfels, Texas   78130

Re: Rush Enterprises, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2015
Response dated January 18, 2017
File No. 000 -20797

Dear Mr. Rush :

We have reviewed  your January 18, 2017 response to our comment letter 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 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 comments in our December
16, 2016  letter .

Financial Statements and Supplementary Data

Note 18. Segments, page 73

1. We note your response to comment 1.  In order to assist us in evaluating your response
and your disclosures, please provide the follo wing information:

 We note that your CODM reviews monthly and daily trend reports of multiple
metrics.  Please explain in reasonable detail the specific metrics he reviews and how
he utilizes this information.

 We note that you have Senior Vice Preside nts who report directly to your CODM for
each of your (1) Parts, Service and Body Shop, (2) Finance, Insurance and Leasing
and (3) Retail Sales and Marketing operations.  We also note that your CODM

Mr. W.M. “Rusty” Rush
Rush Enterprises, Inc.
February 2, 2017
Page 2

 reviews certain financial information, including monthly unit sales and gross profit
for vehicle sales and daily gross profit on parts service and body shop sales, prior to
his monthly one -on-one meetings with these individuals and that each of these
individuals discusses “the overall operations of the dealershi p network that they
oversee.”  Please tell us  the nature of the specific dealership operations each of these
individuals discusses with the CODM in their separate monthly meetings.  For
example, clarify if the Senior Vice President for Parts, Service and B ody Shop
operations discusses overall operations of the dealership network, including the
Finance, Insurance and Leasing and Retail Sales and Marketing operations, or
primarily just the operations he is directly responsible for managing.  Also tell us
whet her each of these individuals discusses any financial information of the
dealership network with the CODM and if so, describe to us the specific financial
information each discusses.

 We note that upon receipt of the consolidated budget, your CODM meets with his
direct reports to discuss the budgets for the corporate departments they manage and
either approves the budgets or suggests revisions.  Please define “corporate
departments” for  us and tell us what type of departmental level detail is included in
the consolidated budget provided to the CODM.  If budget information below a
consolidated level is included, please tell us what type of information is provided for
each corporate depart ment.  As part of your response, please specifically tell us
whether your CODM receives, discusses and/or approves budget information for each
of your (1) Parts, Service and Body Shop, (2) Finance, Insurance and Leasing and (3)
Retail Sales and Marketing operations and, if applicab le, discuss the specific budget
information he receives.

 Please tell us whether your CODM receives and utilizes any other financial
information related to your (1) Parts, Service and Body Shop, (2) Finance, Insurance
and Leasing and (3) Retail Sales and Market ing operations when assessing
performance and allocating resources and how you considered whether any of these
operations may represent separate operating segments.

2. We note your statement that the key metric your CODM utilizes to review performance
and allo cate resources is operating income on a consolidated basis.  However, we note
that you do not present a segment measure for operating income but, rather, present
segment income (loss) from continuing operations before taxes, which appears to
represent the line item captioned “Income before taxes” on your consolidated statements
of operations.  Please explain why you do not appear to disclose a segment measure for
operating income.  Please refer to ASC 280 -10-50-22.

Mr. W.M. “Rusty” Rush
Rush Enterprises, Inc.
February 2, 2017
Page 3

You may contact Sondra Snyder, Staff Accountant at  (202) 551 -3332 or Andrew Blume,
Staff Accountant at (202) 551 -3254 if you have questions regarding comment s, or me at  (202)
551-3737 with any other questions.

Sincerely,

 /s/ Jennifer Thompson

 Jennifer Thompson
 Accounting Branch Chief
Office of Consumer Products

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555 IH 35 South, Suite 500 – New Braunfels, Texas 78130 – (830) 626-5200

January 18, 2017

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3561
Attn: Jennifer Thompson, Accounting Branch Chief Office of Consumer Products

Re:          Rush Enterprises, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2015

Filed February 29, 2016

File No. 000-20797

Dear Ms. Thompson:

On behalf of Rush Enterprises, Inc. (the “Company”), set forth below are the Company’s responses to comments received from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), by letter dated December 16, 2016 to W.M. “Rusty” Rush, President and Chief Executive Officer of the Company, regarding the Company’s Form 10-K for the Fiscal Year Ended December 31, 2015 filed February 29, 2016 (the “Form 10-K”). For your convenience, the text of the Staff’s comments is set forth below in bold followed by the Company’s responses.

Introduction:

As will be explained in greater detail in our following responses to the Staff’s comments, W.M. “Rusty” Rush, the Company’s President, Chief Executive Officer and Chairman of the Board, is the Company’s Chief Operating Decision Maker.

The Company has one reportable segment, the “Truck Segment,” which includes the Company’s operation of a network of over 100 commercial vehicle dealerships that provide an integrated one-stop source for the commercial vehicle needs of its customers, including retail sales of new and used commercial vehicles; aftermarket parts, service and body shop facilities; sales of CNG fuel systems; and a wide array of financial services, including the financing of new and used commercial vehicle purchases, insurance products and truck leasing and rentals. All of these products and services are marketed and sold through the Company’s dealerships.

Mr. Rush allocates resources and assesses the Company’s financial performance on a consolidated basis in his capacity as Chief Operating Decision Maker. Although Mr. Rush reviews monthly and daily trend reports of multiple metrics to maintain his awareness of current market conditions, the key metric that Mr. Rush utilizes to review performance and make decisions regarding the allocation of resources is the Company’s operating income on a consolidated basis.

U.S. Securities and Exchange Commission
Division of Corporate Finance

January 18, 2017

Page 2 of 8

The Company’s dealerships have a national customer base, many of whom conduct business at multiple dealerships throughout the Company’s network because they operate commercial vehicles across the United States. Many of the Company’s customers also own vehicles manufactured by multiple brands that the Company represents. Our nationwide dealership network is the key to our business strategy. For example, many brands of commercial vehicles share common mechanical components (e.g., the same engines and transmissions). By operating our “Rush Truck Center” branded dealerships as a national network, we are able to provide service and sell parts to our national customer base, regardless of truck brand, in addition to selling or leasing commercial vehicles to such customers.

Please note that while the Company is organized by product lines and geographic areas, this organizational structure was established to facilitate personnel management and satisfy the requirements of one of the manufacturers the Company represents. The Company’s product lines and geographic areas are not evaluated separately or singularly by Mr. Rush when making operating decisions affecting the Company or when assessing the Company’s performance.

To support our nationwide network of dealerships, the Company performs many operational and administrative functions for its dealership network through centralized departments that are located at the Company’s corporate headquarters. Examples of centralized operational functions that perform services for all of the Company’s dealerships include the following:

●

a Purchasing Department that is responsible for national purchase contracts for parts inventory, shop supplies, uniforms and other materials consumed by and sold through our network of dealerships;

●

new and used commercial vehicle inventory purchasing decisions are made by the CODM, who also approves the distribution of such vehicles across our network of dealerships;

●

large new and used commercial vehicle fleet sales negotiations are conducted by the CODM, who also approves which dealerships within the network will fulfill the orders;

●

a Warranty Department that processes and submits warranty claims to the manufacturers the Company represents at all of its dealerships;

●

RushCare, a department that operates a customer call center for parts and service inquiries from customers of all of the Company’s dealerships; and

●

National Accounts teams that coordinate the sale of commercial vehicles, parts and service to our key customers that operate throughout the United States through our dealership network.

The Company also has revenues attributable to three other operating segments. These segments include a retail tire company, an insurance agency and a guest ranch operation. These segments are not reportable because they do not meet the quantitative thresholds for determining reportable segments.

U.S. Securities and Exchange Commission
Division of Corporate Finance

January 18, 2017

Page 3 of 8

Responses to the Staff’s Comments

Financial Statements and Supplementary Data

Note 18. Segments, page 73

1.

It appears that your Truck reportable segment also represents a single operating segment. Please tell us how you determined that your Truck reportable segment does not contain multiple operating segments by addressing the following comments:

•

Tell us the title and describe the role of your Chief Operating Decision Maker (CODM) and each of the individuals who report to the CODM.

Response:

The Company’s Chief Operating Decision Maker is W.M. “Rusty” Rush (referred to herein as the “CODM”), who serves as the Company’s President, Chief Executive Officer and Chairman of the Board. The Company’s major operational and financial decisions are made by the CODM, who evaluates the Company’s operating results to assess performance and allocates resources across the Company. The CODM does not make significant resources allocation decisions at a dealership, region or product-line level, but instead considers the Company’s operating results across the Truck Segment, as represented by operating income. Examples of major decisions that are made exclusively by the CODM include decisions related to business acquisitions, construction of new dealerships, significant renovations or expansions of existing dealerships and all other significant capital expenditures. In addition, he also makes many of the day-to-day operational decisions, as further described herein. The titles and primary role of each of the individuals who report to the CODM are set forth below.

Michael J. McRoberts serves as Senior Vice President and Chief Operating Officer of the Company. Mr. McRoberts oversees the Company’s parts, service and body shop operations across its dealership network. Mr. McRoberts also oversees several functional teams at the Company’s corporate headquarters that are primarily dedicated to assist each dealership’s parts, service and body shop departments across our network of dealerships through the establishment of best practices and the centralization of certain functions.

Scott Anderson serves as Senior Vice President – Finance, Insurance and Leasing of the Company. Mr. Anderson oversees the Company’s commercial vehicle rental and leasing operations and the Finance and Insurance departments at our dealerships. In addition, Mr. Anderson also oversees the Company’s Ethics & Compliance Department and Rush Truck Insurance Services, an independent insurance agency and a separate, non-reportable (based on size) operating segment of the Company.

James E. Thor serves as Senior Vice President – Retail Sales and Marketing of the Company. Mr. Thor’s primary role is to oversee the Company’s new and used commercial vehicle sales efforts, including the new and used truck sales operations across our dealership network.

Steven L. Keller serves as Senior Vice President, Chief Financial Officer and Treasurer of the Company. Mr. Keller oversees the Company’s Accounting and Payroll Departments. Mr. Keller provides financial information and support to Mr. Rush to enable him to make financial decisions for the Company.

Derrek Weaver serves as Senior Vice President, General Counsel and Corporate Secretary of the Company. Mr. Weaver oversees the Company’s Legal and Human Resources departments.

Martin A. Naegelin, Jr. serves as Senior Vice President of the Company. Mr. Naegelin oversees the Company’s Information Technology and Real Estate departments.

William Spradling serves as the Company’s Director of Specialty Markets. Mr. Spradling oversees a group of sales professionals who sell and rent commercial vehicles with cranes and other apparatus attached to them through our network of dealerships.

Christopher Simpson serves as the General Manager of the Company’s Perfection Equipment operation and oversees our Custom Vehicle Solutions operations that specialize in the installation of equipment, conversions, modifications and pre-delivery inspections on new commercial vehicles, which are generally sold through our network of dealerships.

U.S. Securities and Exchange Commission
Division of Corporate Finance

January 18, 2017

Page 4 of 8

Larry Sanders, General Manager of World Wide Tires, oversees the Company’s retail tire outlets, which constitute a separate, non-reportable (based on size) operating segment of the Company.

Greg Henicke, Ranch Manager of the Company’s guest ranch, oversees the Company’s guest ranch, which is a separate, non-reportable (based on size) operating segment of the Company.

Additionally, the pilot of the Company’s corporate aircraft and a part-time truck salesperson, who is involved in sales to certain large fleet accounts, also report to Mr. Rush.

•

Identify and describe the role of each of your segment managers.

Response:

Mr. Rush is also the segment manager of the Company’s Truck Segment. Mr. Rush makes the day-to-day operational decisions for the Company’s Truck Segment after consulting with his direct reports. These decisions include personnel decisions down to the Regional General Manager level (as described in the Company’s response to the fourth bullet point below), pricing decisions on large, non-routine commercial vehicle sales transactions, purchase decisions on large new and used commercial vehicles for inventory purposes, leasing and parts inventory purchases and essentially any other non-routine decisions that must be made regarding the operations of the Company’s Truck Segment.

The segment manager for the Company’s retail tire company is Mr. Sanders. The segment manager for the Company’s insurance agency is Mr. Anderson. The segment manager for the Company’s guest ranch is Mr. Henicke. The segment managers for these operating segments are responsible for the day-to-day operations of these segments. Major financial and other operational decisions related to these segments are made by the CODM.

•

Tell us how often the CODM meets with his direct reports, the financial information the CODM reviews to prepare for those meetings, the financial information discussed in those meetings, and who else attends those meetings.

Response:

The CODM has meetings with the Senior Vice Presidents of the Company every two weeks. The primary purpose of these meetings is to discuss strategic initiatives and seek approval from the CODM for capital expenditures. Aside from information related to any capital expenditures to be considered in the meeting, there are no financial reports prepared specifically for the CODM to review for these meetings. Financial information, other than the approval of capital expenditures, is not typically discussed in these meetings. The Company’s Vice President and Chief Information Officer, Vice President – Business Process & Planning and Director – Strategic Planning also regularly attend these meetings.

On a monthly basis, the CODM meets in one-on-one meetings with Messrs. Anderson, Thor and McRoberts to discuss the overall financial performance and business operations of the dealership network.

These meetings are generally held at the beginning of the month before the Company’s operating income for the prior month has been computed. While operating income is the key financial metric upon which the CODM basis his managerial decisions, prior to these monthly meetings the CODM reviews trend reports that show the following aggregated (at a consolidated Truck Segment level) financial information: (a) monthly unit sales of new and used commercial vehicles; (b) monthly gross profit on new and used commercial trucks sales; and (c) daily gross profit on parts, service and body shop sales. During these monthly meetings, Messrs. Anderson, Thor and McRoberts each discuss the overall operations of the dealership network that they oversee.

U.S. Securities and Exchange Commission
Division of Corporate Finance

January 18, 2017

Page 5 of 8

Following the monthly meetings with Messrs. Anderson, Thor and McRoberts, Mr. Keller provides the CODM with a report detailing the consolidated operating income and overhead expenses of the Company, which includes operating income and overhead expenses by location. The CODM also meets with Mr. Keller on a monthly basis to review the Company’s results of operations for the prior month, or when applicable, quarter. During these monthly meetings with Mr. Keller, the CODM focuses his review on changes in the Company’s consolidated operating income at the Truck Segment level from the prior month that vary significantly from his expectations, which are based on information discussed in his monthly meetings with Messrs. Anderson, Thor and McRoberts.

During their monthly meetings with the CODM, Messrs. Anderson, Thor, McRoberts and Keller only discuss the performance of an individual dealership if a dealership had a significant positive or negative impact on the aggregate operating income of the Company, compared to the most recently reported month or quarter, when applicable. Dealership level detail is provided so that the CODM’s direct reports can efficiently identify the dealerships that had the largest impact on any unexpected results.

In addition, the CODM meets regularly and in some cases, daily, with all of his direct reports on an informal basis to discuss day-to-day operating matters and keep informed about the activities in their respective areas of responsibility. The CODM does not review specific financial information prior to these meetings.

•

Tell us who is held accountable for each dealership and each relevant subset of dealerships, such as at the brand and regional levels, along with the title and role of the person each of these individuals reports to in the organization.

Response:

The General Manager of each dealership is accountable for their dealership. The Company’s organizational structure above the dealership General Manager level exists to facilitate personnel management in a manner that satisfies the requirements of the manufacturers the Company represents. Our dealerships are divided into two divisions – the Navistar Division and the Peterbilt Division. However, within these two divisions, the Company has over thirty dealerships that carry multiple brands of commercial vehicles (including Ford, Isuzu, Hino, Fuso and certain additional bus manufacturers) in addition to Navistar or Peterbilt vehicles, as the case may be. In addition, every dealership sells parts

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555 IH 35 South, Suite 500 – New Braunfels, Texas 78130 – (830) 626-5200

December 20, 2016

VIA EDGAR

Jennifer Thompson

Accounting Branch Chief

Office of Consumer Products

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

       Re:

Rush Enterprises, Inc.

Form 10-K for Fiscal Year Ended December 31, 2015

Filed February 29, 2016

File No. 000-20797

Dear Ms. Thompson:

Rush Enterprises, Inc. (the “Company”) received the Staff’s comment letter dated December 16, 2016, regarding the Company’s Form 10-K for the fiscal year ended December 31, 2015.

We are currently preparing responses to the Staff’s comments; however, we will be unable to complete our responses within 10 business days of receipt of the Staff’s comment letter. Consequently, we request an extension of time. We anticipate that we will be able to submit our responses by January 18, 2017.

Thank you for your understanding. If you have any questions, please contact me at (830) 302-5209.

Sincerely,

/s/ Derrek Weaver

Derrek Weaver

Senior Vice President, General Counsel and

Corporate Secretary

Mail Stop 3561
December 16, 2016

Mr. W.M. “Rusty” Rush
President and Chief Executive Officer
Rush Enterprises, Inc.
555 I.H. 35 South, Suite 500
New Braunfels, Texas   78130

Re: Rush Enterprises, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2015
Filed February 29, 2016
File No. 000 -20797

Dear Mr. Rush :

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

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

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

Financial Statements and Supplementary Data

Note 18. Segments, page 73

1. It appears that your Truck reportable segment also represents a single operating segment.
Please tell us how you determined that your Truck reportable segment does not contain
multiple operating segments by addressing the following comments:

 Tell us the title and describe the role of your Chief Operating Decisio n Maker
(CODM) and each of the individuals who report to the CODM.

 Identify and describe the role of each of your segment managers.

 Tell us how often the CODM meets with his direct reports, the financial information
the CODM reviews to prepare for those meetings, the financial information discussed
in those meetings, and who else attends those meetings.

Mr. W.M. “Rusty” Rush
Rush Enterprises, Inc.
December 16, 2016
Page 2

 Tell us who is held accountable for each dealership and each relevant subset of
dealerships, such as at the brand and regional levels, along with the tit le and role of
the person each of these individuals reports to in the organization.

 Describe the information regularly provided to the CODM and how frequently it is
prepared.

 Describe the information regularly provided to the Board of Directors and how
frequently it is prepared.

 Explain how budgets are prepared, who approves the budget at each step of the
process, the level of detail discussed at each step, and the level at which the CODM
makes changes to the budget.

 Describe the level of detail communi cated to the CODM when actual results differ
from budgets and who is involved in meetings with the CODM to discuss budget -to-
actual variances.

 Describe the basis for determining the compensation for each of the individuals that
report to the CODM.

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

You may contact Sondra Snyder, Staff Accountant at  (202) 551 -3332 or Andrew Blume,
Staff Accountant at (202) 551 -3254 if you have questions regarding comment s, or me at  (202)
551-3737 with any other questions.

Sincerely,

 /s/ Jennifer Thompson

 Jennifer Thompson
 Accounting Branch Chief
Office of Consumer Products

Mail Stop 3561

February 12, 2016

W.M. “Rusty” Rush
President and Chief Executive Officer
Rush Enterprises, Inc.
555 IH 35 South
New Braunfels, TX 78130

Re: Rush Enterprises, Inc.
Form 10 -K for the Fiscal Year Ended December 31, 2014
Filed March 2, 2015
File No. 000-20797

Dear Mr. Rush :

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 per sons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Mara L. R ansom

 Mara L. Ransom
Assistant Dire ctor
Office of Consumer Products

cc: Derrek Weaver

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555 IH 35 South, Suite 500 – New Braunfels, Texas 78130 – (830) 302-5200

January 11, 2016

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3561
Attn: Lisa M. Kohl, Legal Branch Chief

Re:          Rush Enterprises, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2014 Filed March 2, 2015

File No. 000-20797

Dear Ms. Kohl:

On behalf of Rush Enterprises, Inc. (the “Company”), set forth below are the Company’s responses to comments received from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), by letter dated December 30, 2015 to W.M. “Rusty” Rush, President and Chief Executive Officer of the Company, regarding the Company’s Form 10-K for the Fiscal Year Ended December 31, 2014 Filed March 2, 2015 (the “Form 10-K”). For your convenience, the text of the Staff’s comments is set forth below in bold followed by the Company’s responses.

Item 1A. Risk Factors

Risks Related to Our Business

We are dependent upon PACCAR for the supply of Peterbilt trucks and parts, the sale of which generates the majority of our revenues, page 15

1.

We note that your sales and service relationships with Peterbilt represent a significant portion of your revenues. We also note your risk factor indicating that contracts with Peterbilt have begun to expire and will continue to do so throughout 2017. Please tell us the significance of these expiring contracts and their impact on your operations. Also, please tell us management’s expectations for renewal and any efforts to mitigate the disclosed risks. In future filings, please include these expectations and efforts.

Response:

The Company currently operates 120 commercial vehicle dealerships in twenty-one states. Forty-eight of these dealerships in nine states have entered into fifteen separate dealer agreements with PACCAR (the “Dealer Agreements”), which authorize the Company and certain of its subsidiaries to act as a dealer of new Peterbilt commercial vehicles and parts and provide warranty service on Peterbilt commercial vehicles.

U.S. Securities and Exchange Commission
Division of Corporate Finance

January 11, 2016

Page 2 of 3

For the first nine months of 2015 and for fiscal years 2014 and 2013, 35.9%, 38.5% and 38.5% of the Company’s total revenues, respectively, were attributable to the sales of new Peterbilt commercial vehicles, which were made possible by the Dealer Agreements. These amounts do not include significant revenues attributable to the sales of Peterbilt parts and the provision of warranty service on Peterbilt commercial vehicles, which are also made possible by the Dealer Agreements. Accordingly, if all or a portion of the Dealer Agreements expired without being renewed, this would have a material adverse effect on the Company’s operations.

Management expects that, consistent with decades of past practice, each of the Dealer Agreements will be renewed before their respective termination dates, provided that the Company does not breach any of the material terms of the agreements. Each Dealer Agreement has a three (3) year term. With respect to the Dealer Agreements that were set to expire in 2015, all six were extended to 2018. There are six Dealer Agreements that expire in 2016 and three that expire in 2017.

Management attempts to mitigate the risk that Peterbilt would not renew the Dealer Agreements by providing superior representation of the Peterbilt brand in our areas of responsibility, just as we do for all of the other manufacturers that we represent. We deliver superior representation to our manufacturers by continuously investing substantial capital into our dealership locations, marketing and personnel. Senior members of the Company’s management team also communicate with Peterbilt management on a regular basis, which we believe allows us to identify any potentially problematic issues as early as possible so that we can begin working on solutions that are mutually agreeable. Although the Company is currently the largest Peterbilt dealer by both number of locations and revenues generated, we do not take our prior success for granted and continue to work at maintaining the successful relationship we have enjoyed with Peterbilt since 1967.

In addition to the proactive steps that management takes, the risks that the Dealer Agreements will not be renewed are also mitigated by dealer protection laws that exist in each of the states that our dealerships are located, which we discuss in the following sections of the Form 10-K: (i) Item 1, “Dealership Agreements”; (ii) Item 1A, under the Risk Factor titled “If state dealer laws are repealed or weakened, our dealerships will be more susceptible to termination, nonrenewal or renegotiation of their dealership agreements.”; and (iii) Item 1A, under the Risk Factor titled “Our dealership agreements are non-exclusive and have relatively short terms which could result in non-renewal or imposition of less favorable terms upon renewal.” We believe that these dealer protection laws would make it difficult for Peterbilt to terminate or refuse to renew the Dealer Agreements absent a material breach, because these laws generally require Peterbilt to show “good cause” for its decision to terminate or not renew. We believe that it would be difficult for Peterbilt to establish “good cause” given our efforts to operate our Peterbilt dealerships in compliance with the Dealer Agreements.

In future filings, the Company will include a statement with respect to our expectations regarding the renewal of the Dealer Agreements, as well as a summary of our efforts to mitigate the risk of nonrenewal.

* * * *

This concludes our responses to the Staff’s comments. As requested by the Staff’s letter of December 30, 2015, the Company acknowledges that: (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filing; (ii) 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 (iii) 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.

2

U.S. Securities and Exchange Commission
Division of Corporate Finance

January 11, 2016

Page 3 of 3

If you have further questions, please do not hesitate to call me at (830) 302-5209, or you may send me an email at weaverd@rushenterprises.com.

Sincerely,

/s/ Derrek Weaver

Derrek Weaver

Senior Vice President, General Counsel and Corporate Secretary

cc:           W.M. “Rusty” Rush

President, Chief Executive Officer and Chairman of the Board

Rush Enterprises, Inc.

3

Mail Stop 3561

December 30, 2015

W.M. “Rusty” Rush
President and Chief Executive Officer
Rush Enterprises, Inc.
555 IH 35 South
New Braunfels, TX 78130

Re: Rush Enterprises, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2014
Filed March 2, 2015
File No. 000-20797

Dear Mr. Rush :

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.

Item 1A.  Risk Factors

Risks Related to Our Business

We are dependent upon PACCAR for the supply of Peterbilt trucks and parts, the sale of  which
generates the majority of our revenues, page 15

1. We note that your sales and service relationships with Peterbilt represent a significant
portion of your revenues.  We also note your risk factor indicating that contracts with
Peterbilt have begun to  expire and will continue to do so throughout 2017.  Please tell us
the significance of these expiring contracts and their impact on your operations.  Also,
please tell us management’s expectations for renewal and any efforts to mitigate the
disclosed risk s.  In future filings, please include these expectations and efforts.

W.M. “Rusty” Rush
Rush Enterprises, In c.
December 30, 2015
Page 2

 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 respon ding 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.

Please contact Dean Brazier, Staff Attorney , at (202) 551 -3485 or me at (202) 551 -3720
with any other questions.

Sincerely,

/s/ Lisa M. Kohl for

Mara Ransom
Assistant Director
Office of Consumer Products

cc: Derrek Weaver

February 8, 2013

Via E -mail
W.M. “Rusty” Rush
President and Chief Executive Officer
Rush Enterprises, Inc.
555 IH 35 South
New Braunfels, TX 78130

Re: Rush Enterprises, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2011
Filed March 15, 2012
File No. 000 -20797

Dear Mr. W.M. “Rusty” Rush :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Jennifer Thompson

Jennifer  Thompson
Accounting Branch Chief

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February 7, 2013

Via EDGAR

Jennifer Thompson

Accounting Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3561

Re:

Rush Enterprises, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2011 Filed March 15, 2012

File No. 000-20797

Dear Ms. Thompson:

On behalf of Rush Enterprises, Inc. (the “Company”), set forth below is the Company’s response to comments received from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), by letter dated February 5, 2013, regarding the Company’s Form 10-K for the Fiscal Year Ended December 31, 2011 Filed March 15, 2012 (the “Form 10-K”).  For your convenience, the text of the Staff’s comments is set forth below in bold followed by the Company’s responses.

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

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 23

Year Ended December 31, 2011 Compared to Year Ended December 31, 2010, page 29

1.

We note in your response to prior comment 1 in our letter dated December 31, 2012 that while revenue related to service sales represented less than 10% of total revenue for each of the periods reported, the service department gross profit margin represented approximately 30% of your total gross profit for each of the periods reported. Notwithstanding the close relationship between your parts and service departments, with a view towards transparent disclosure, please revise future filings to supplement your discussion of the blended gross profit margin with a discussion of the impact the service department gross profit margin has on your overall gross profit margin.

In future filings, the Company will supplement our discussion of the blended gross profit margin with a discussion of the impact the service department gross profit margin has on our overall gross profit margin.

This concludes our responses to the Staff’s comments.  The Company acknowledges that:

1.

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

2.

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

3.

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

If you have further questions, please do not hesitate to call me at (830) 626-5200 or Steven Keller, Senior Vice President, Chief Financial Officer and Treasurer, at (830) 626-5226.

Sincerely,

/s/ W.M. “Rusty” Rush

W.M. “Rusty” Rush

President and Chief Executive Officer

February 5, 2013

Via E -mail
W.M. “Rusty” Rush
President and Chief Executive Officer
Rush Enterprises, Inc.
555 IH 35 South
New Braunfels, TX 78130

Re: Rush Enterprises, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2011
Filed March 15, 2012
File No. 000 -20797

Dear Mr. W.M. “Rusty” Rush :

We have reviewed your response dated January 15, 2013  and have the following
additional 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 ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
respo nse.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing  and the informa tion you provide in
response to this comment , we may have  additional comments.

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

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 23

Year  Ended December 31, 2011 Compared to Year Ended December 31, 2010, page 29

1. We note in your response to prior comment 1 in our letter dated December 31, 2012 that
while revenue related to service sales represented less than 10% of total revenue for each
of the periods reported, the service department gross profit margin represented
approximately 30% of your total gross profit for each of the periods reported.
Notwithstanding the close relationship between your parts and service departments, with
a view to wards transparent disclosure, please revise future filings to supplement your
discussion of the blended gross profit margin with a discussion of the impact the service
department gross profit margin has on your overall gross profit margin.

W.M. “Rusty” Rush
Rush Enterprises, Inc.
February 5, 2013
Page 2

You may c ontact Jason Niethamer, Assistant Chief Accountant,  at 202-551-3855  or
Andrew Blume, Staff Accountant,  at 202-551-3254  if you have questions regarding comments
on the financial statements and related matters.  Please contact me at 202-551-3737 with any
other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

CORRESP
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    rush_corr-011513.htm

January 15, 2013

Via EDGAR

Jennifer Thompson

Accounting Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-3561

Re:

Rush Enterprises, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2011 Filed March 15, 2012

File No. 000-20797

Dear Ms. Thompson:

On behalf of Rush Enterprises, Inc. (the “Company”), set forth below are the Company’s responses to comments received from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), by letter dated December 31, 2012, regarding the Company’s Form 10-K for the Fiscal Year Ended December 31, 2011 Filed March 15, 2012 (the “Form 10-K”).  For your convenience, the text of the Staff’s comments is set forth below in bold followed by the Company’s responses.

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

Consolidated Statements of Income, page 42

1.

We note the “Parts and service sales” revenue stream line item on the face of your Consolidated Statements of Income.  To the extent that this line item includes both product and services, tell us what consideration you gave to separately disclosing revenues and cost of revenues by products and services pursuant to Rules 5-03(b)(1) and (2) of Regulation S-X.  In the event you concluded to combine the income streams from each individual class of product and services because each class does not exceed ten percent of the sum of all income items as noted in 5-03(b)(1) of Regulation S-X, please tell us the average separate profit margins for the product class and services class for each reporting period provided. Please also tell us what consideration you gave to providing a discussion within Management’s Discussion and Analysis for significant differences, if any exist, between the profit margins of your product class versus services class.

The Company provides one-stop service for the needs of its commercial vehicle customers, including aftermarket parts sales and service.  The Company’s revenues from service sales represented less than 10% of its total revenue for each of the financial statement periods presented, and were combined with revenues from parts sales for presentation, in its consolidated statements of income as permitted by Rule 5.03(b).  The Company’s revenues from service sales were 8.4% of its total revenue during the year ended December 31, 2009, 8.8% during the year ended December 31, 2010, and 7.2% during the year ended December 31, 2011.  Rule 5.03(b) also states that if the categories of items listed in Rule 5.03.1 relating to revenues are combined, related costs and expenses as described under Rule 5.03.2 shall be combined in the same manner.  Accordingly, the Company also combined the expenses related to service sales with the expenses related to parts sales for presentation in its consolidated statements of income as permitted by Rule 5.03(b).

Due to the interdependent nature of our parts and service departments, we believe combining these revenue streams provides the best understanding of our business to the reader. Virtually all automotive retailers include parts and services in the same line item because they cannot independently operate without each other. That is, you cannot provide the service (change the oil or repair the vehicle) without parts. Accordingly, the Company respectfully submits that the current presentation of its consolidated statements of income in the Form 10-K complies with the disclosure requirements of Rules 5-03(b)(1) and 5.03(b)(2) of Regulation S-X.

The average profit margins for parts and service revenue are as follows:

2009

2010

2011

Parts department gross profit margin

28.5%

27.7%

28.6%

Service department gross profit margin

68.6%

68.1%

68.0%

Parts & Service combined gross profit margin

38.8%

38.5%

39.5%

The Company provides a discussion and analysis of the blended gross profit margin of parts and service revenue in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of the Form 10-K (the “MD&A”) due to the close relationship between its parts and service departments.  A significant portion of parts revenue originates through the service department, as parts are sold on most customer and warranty repair orders.  Due to the interdependence between the parts and service departments and the consistency in the blended gross profit margin that is discussed in MD&A, the Company believes that the blended gross profit margin provides a clear understanding of the parts and service revenue stream.

Consolidated Statements of Cash Flows, page 44

2.

We note that you present draws/payments on your floor plan notes payable on a net basis.  Please tell us more about the analysis you performed when concluding that net presentation was more appropriate than gross presentation. We refer you to ASC 230-10- 45-7 through -9.  Please also confirm that all draws/payments on floor plan notes payable with suppliers of your inventory are classified within operating activities.

Borrowings and payments under credit revolvers that are either repayable on demand or that are subject to maturity in three months or less qualify for net reporting under ASC 230-10-45-9.  The Company’s floor plan with General Electric Capital Corporation (“GE Capital”) requires the Company to commence loan principal repayments on a specific vehicle on demand when it is sold.  Accordingly, the Company believes that ASC 230-10-45-9 allows for presentation of draws/payments under its GE floor plan on a net basis.  Additionally, considering the Company’s quick inventory turns, the Company believes that the knowledge of the gross cash receipts and payments related to its GE floor plan is not necessary to understand the Company’s financing activities.

2

As of December 31, 2011, the Company’s only floor plan credit agreement was with GE Capital and the Company did not have a floor plan credit agreement with any of its suppliers.  Navistar trade terms are short and are primarily meant to cover the transfer or delivery time of vehicles to our facilities.  Upon expiration of Navistar’s trade terms, the Company finances the Navistar vehicles under the GE Capital floor plan.  Considering the short duration of the trade terms that result in virtually all Navistar purchases being financed on the Company’s floor plan line with GE Capital, the Company believes that cash flows generated from these activities are best classified within financing activities.

In June 2012, the Company entered into a supplier provided wholesale financing agreement with Ford Motor Credit Company that provides for the financing of the Company’s Ford new vehicle inventory.  Accordingly, the draws/payments on this supplier provided floor plan notes payable related to the Ford Motor Credit Company wholesale financing agreement are classified within operating activities in the Company’s Form 10-Qs for the quarters ended June 30, 2012 and September 30, 2012.

Note 6 –  Valuation Accounts, page 53

3.

We note your disclosure on page 48 that you provide a provision for estimated repossession losses and early repayment penalties related to finance contracts sold to finance companies.  Based on the nature of your business, we would expect to see a schedule detailing the activity in these reserves, if material. Please either revise future filings to include this activity in your financial statements or tell us why you believe such disclosure is not required.  In this regard, it would be helpful for us if you provided us with a rollforward of these reserves for all periods presented.  See Rules 5-04 and 12-09 of Regulation S-X.

The Company arranges third-party financing for its product offerings through various commercial lending sources.  Almost all of the Company’s finance contracts are sold to third parties without recourse to the Company.  The Company records gains or losses upon the sale of the finance contracts, net of a provision for estimated repossession losses and early repayment penalties.  The Company believes that the provisions for estimated repossession losses and early repayment penalties related to the sales of such finance contracts are immaterial.

Set forth below are the Company’s gross charges related to repossession losses and early repayment penalties, which were incurred by the Company with respect to the sale of finance contracts, for the periods presented:

2009

2010

2011

Gross charges related to repossession losses

$  312,346

$   159,056

$             -

Gross charges related to early repayment penalties

139,687

72,249

42,178

Total Gross Charges

$  452,033

$  231,205

$   42,178

The amounts set forth above that relate to repossession charges that are incurred prior to any possible proceeds that the Company realizes upon the vehicles being returned to the Company and subsequently sold.  Management estimates that a minimum of 35% of the repossession charges are recovered by the Company on the ultimate disposition of the returned vehicles, rendering the net repossession losses immaterial.  Accordingly, the Company does not disclose its provision for estimated repossession losses and early repayment penalties related to finance contracts sold to finance companies.

3

Note 9 –  Financial Instruments and Fair Value, page 55

4.

We note that you recorded a pre-tax impairment charge related to your auction-rate securities and your disclosure that you believe that the impairment is temporary. Please provide for us your analysis as to why you believe the impairment is not “other than temporary.” We refer you to SAB Topic 5M and ASC 320-10-35.

As of December 31, 2011, the Company held two municipal auction rate securities (“ARSs”) with underlying tax-exempt municipal bonds that mature in 2030.  The auctions for the Company’s municipal auction rate securities have failed. Trading has been limited and liquidity has largely disappeared from the market. This led to a write-down in the fair value of the Company’s ARSs of approximately $1 million during the second quarter of 2011.

The Company considered the guidance in SAB Topic 5M and ASC 320-10-35 in determining how to classify the impairment of the ARSs.  The Company evaluated the financial condition and near-term prospects of the municipality that issued the ARSs and concluded that the municipality was financially sound.  The ARSs have credit wrap insurance and a credit rating of Aa3 by a major credit rating agency and continue to pay interest in accordance with their contractual terms.  Additionally, the Company has the intent and ability to hold the ARSs to maturity, if necessary, at which time the Company expects to recover the entire cost basis of the ARSs.  As of December 31, 2011, the Company had cash and cash equivalents of $208 million.  The Company’s cash balance has increased to $230 million as of September 30, 2012.  The Company does not anticipate the need to sell the ARSs below their cost basis in order to operate its business.  Based on the foregoing analysis, the Company concluded that the impairment was temporary.

Note 15 –  Acquisitions, page 66

5.

Please tell us why only one of the six purchase price allocations provided in this footnote assigned any value to franchise rights.

The Company utilizes the income approach, specifically the multiple period excess earnings (MPEE) method to determine the fair value of its franchise agreements related to business combinations. The steps followed in applying this approach include estimating the after-tax cash flows attributable to the franchise agreement and converting these after-tax cash flows to a present value through discounting. Inherent in this methodology are assumptions of how much of a particular dealership’s cash flows are attributable to owning the franchise agreement. For example, it is generally assumed that 100% of the cash flows associated with new vehicle sales are attributable to the franchise agreement but a lesser percentage of the cash flows associated with used vehicle and parts and services sales are attributable to the franchise agreement as the Company could perform a portion of these services in the location without a franchise agreement.  Accordingly, not all the cash flows from an acquired dealership are attributable to the franchise agreement, which results in some acquisitions receiving no or minimal allocation of purchase price to the franchise agreement.

4

As of December 31, 2011, the purchase price allocation for the West Texas Peterbilt acquisition was preliminary and the franchise rights valuation calculation was pending.  The Company disclosed the adjustment for the franchise rights allocation in the Company’s Form 10-Q for the quarter ended June 30, 2012.

The Asbury Automotive Atlanta L.L.C. purchase price allocation to the franchise right is disclosed in the footnote.

The Company performed a franchise rights valuation for the remaining acquisitions and determined that an allocation for franchise rights was not required as the MPEE calculation resulted in zero value assigned to the franchise rights.

This concludes our responses to the Staff’s comments.  As requested by the Staff’s letter of December 31, 2012, the Company acknowledges that:

1.

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

2.

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

3.

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

If you have further questions, please do not hesitate to call me at (830) 626-5200 or Steven Keller, Senior Vice President, Chief Financial Officer and Treasurer, at (830) 626-5226.

Sincerely,

/s/ W.M. “Rusty” Rush

W.M. “Rusty” Rush

President and Chief Executive Officer

5

December 3 1, 2012

Via E -mail
W.M. “Rusty” Rush
President and Chief Executive Officer
Rush Enterprises, Inc.
555 IH 35 South
New Braunfels, TX 78130

Re: Rush Enterprises, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2011
Filed March 15, 2012
File No. 000 -20797

Dear Mr. Rush :

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 circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

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

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

Consolidated Statements of Income, page 42

1. We note the “Parts and service sales” revenue stream line item on the face of your
Consolidated St atements of Income.  To the extent that this line item includes both
product and services, tell us what consideration you gave to separately disclosing
revenues and cost of revenues by products and services pursuant to Rules 5 -03(b)(1) and
(2) of Regulatio n S-X.  In the event you concluded to combine the income streams from
each individual class of product and services because each class does not exceed ten
percent of the sum of all income items as noted in 5 -03(b)(1) of Regulation S -X, please
tell us the a verage separate profit margins for  the product class and services class for
each reporting period provided.  Please also tell us what consideration you gave to
providing a discussion within Management’s Discussion and Analysis for significant

W.M. “Rusty” Rush
Rush Enterprises, Inc.
December 3 1, 2012
Page 2

 differences,  if any exist, between the profit margins of your product class versus services
class.

Consolidated Statements of Cash Flows, page 44

2. We note that you present draws/payments on your floor plan notes payable on a net basis.
Please tell us more about the analysis you performed when concluding that net
presentation was more appropriate than gross presentation.  We refer you to ASC 230 -10-
45-7 through -9.  Please also confirm that all draws/payments on floor plan notes payable
with suppliers of your inve ntory are classified within operating activities.

Note 6 – Valuation Accounts, page 53

3. We note your disclosure on page 48 that you provide a provision for estimated
repossession losses and early repayment penalties related to finance contracts sold t o
finance companies.  Based on the nature of your business, we would expect to see a
schedule detailing the activity in these reserves, if material.  Please either revise future
filings to include this activity in your financial statements or tell us why y ou believe such
disclosure is not required.  In this regard, it would be helpful for us if you provided us
with a rollforward of these reserves for all periods presented.  See Rules 5 -04 and 12 -09
of Regulation S -X.

Note 9 – Financial Instruments and Fa ir Value, page 55

4. We note that you recorded a pre -tax impairment charge related to your auction -rate
securities and your disclosure that you believe that the impairment is temporary.  Please
provide for us your analysis as to why you believe the impairmen t is not “other than
temporary.”  We refer you to SAB Topic 5M and ASC 320 -10-35.

Note 15 – Acquisitions, page 66

5. Please tell us why only one of the six purchase price allocations provided in this footnote
assigned any value to franchise rights.

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 compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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

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

W.M. “Rusty” Rush
Rush Enterprises, Inc.
December 3 1, 2012
Page 3

 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 Jason Niethamer, Assistant Chief Accountant,  at 202-551-3855  or
Andrew Blume, Staff Accountant,  at 202-551-3254  if you have questions regarding comments
on the financial statements and related matters.  Please contact me at 202-551-3737 with any
other questions.

Sincerely,

 /s/ Jennifer Thompson

Jennifer Thompson
Accounting Branch Chief

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561                February 26, 2010   W.M. “Rusty” Rush
President and Chief Executive Officer
Rush Enterprises, Inc.  555 IH 35 South New Braunfels, TX  78130

 Re: Rush Enterprises, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 13, 2009
File No. 0-20797

Dear Mr. Rush:   We have completed our review of your  Form 10-K for the fiscal year ended
December 31, 2008 and have no furt her comments at this time.

Sincerely,    H. Christopher Owings  Assistant Director

CORRESP
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VIA
EDGAR

February 16,
2010

H.
Christopher Owings

Assistant
Director

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549-3561

Re:                             Rush
Enterprises, Inc.

Form 10-Q
for the Fiscal Quarter Ended September 30, 2009

Filed
November 9, 2009

File
No. 0-20797

Dear
Mr. Owings:

On
behalf of Rush Enterprises, Inc. (the “Company”), set forth below is the
Company’s response to the additional comment received from the Staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), by letter dated January 29,
2010, regarding the above referenced filing.
For your convenience, the text of the Staff’s comment is set forth below
in bold followed by the Company’s response.

Financial
Statements for the Period Ended September 30, 2009

Note
2.  Goodwill and Other Intangible Assets,
page 6

1.                                      We read
your response to comment 20 from our letter dated December 23, 2009.  We note that SFAS 142 says that the amount of
goodwill to be included in the carrying amount of the portion of the reporting
unit to be disposed of shall be based on the relative fair values of the
business to be disposed of and the portion of the reporting unit to be
retained.  However, it appears you have
used the relative gross profit of the business to be disposed of to determine
the amount of goodwill to include in the carrying amount.  Please explain to us why you believe that
relative gross profit is the same as or approximates relative fair value.  Refer to ASC 350-20-35-53.

According
to ASC 350-20-35-52/53, “When a portion of a reporting unit that constitutes a
business is to be disposed of, goodwill associated with that business shall be
included in the carrying amount of the business in determining the gain or loss
on disposal.  The amount of goodwill to
be included in that carrying amount shall be based on the relative fair values
of the business to be disposed of and the portion of the reporting unit that
will be retained.”  As stated in our
prior response, the Company believes that the GM medium-duty franchises meet
the definition of a business according to ASC 805-10-55-4.  The Company believed future cash flows would
be lost as a result of losing the GM franchises.   The gross profit generated by the GM
medium-duty truck franchises was

0.625
percent of the total gross profits generated by the reporting unit and
therefore was not material to the total gross profits of the reporting unit.

The
GM medium-duty truck franchises were integrated into our existing dealerships,
each of which also represents various other manufacturers, including Peterbilt,
Hino, Isuzu and UD.  None of the GM
medium-duty franchises was a stand-alone dealership facility selling only GM
medium-duty products.  As the GM
medium-duty franchises were not significant to the reporting unit, management
considered the most appropriate measure to determine relative fair value of the
reporting unit.  We note each dealership
location may contain multiple franchises, each contributing identifiable gross
profit.  Expenses of each dealership,
including wages, utilities, and rent, etc., are not allocable to a particular
franchise.  Dealerships are typically
valued based on multiples of earnings.
The Company believes that a multiple of gross profits generated by a
franchise should be used to approximate the fair value of that franchise.
Accordingly, the Company calculated the goodwill impairment by estimating the
anticipated gross profit that will be lost upon the termination of the GM
medium-duty franchises.  The estimated
gross profit loss was calculated as a percentage of total gross profit for the
reporting unit.  That percentage was
applied to the goodwill associated with the reporting unit to calculate the
goodwill impairment.

This concludes our responses to the Staff’s comments.  In responding to the Staff’s comments, the
Company acknowledges that:

(1)                                 The Company is
responsible for the adequacy and accuracy of the disclosure in the filings;

(2)                                 Staff comments
or changes to disclosure in response to Staff comments do not foreclose the
Commission from taking action with respect to the filings; and

(3)                                 The Company may
not assert Staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United
States.

If you have any further questions, please do not hesitate to call me at
(830) 626-5200 or Derrek Weaver, Chief Compliance Officer and Vice President of
Legal Affairs, at (830) 626-5929.

Sincerely,

  /s/
  W.M. “Rusty” Rush

  W.M.
  “Rusty” Rush

  President
  and Chief Executive Officer

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3561           January 29, 2010   W.M. “Rusty” Rush  President and Chief Executive Officer Rush Enterprises, Inc.  555 IH3 35 South  New Braunfels, TX 78130

 Re:
Rush Enterprises, Inc.
  Form 10-Q for the Fiscal Quarter Ended September 31, 2009
  Filed November 9, 2009
File No. 0-20797

Dear Mr. Rush:   We have reviewed your response dated January 15, 2010 and have the following comment.    Financial Statements for the Period Ended September 30, 2009

 Note 2.  Goodwill and Other In tangible Assets, page 6

1. We read your response to comment 20 from our letter dated December 23, 2009.  We note
that SFAS 142 says that the amount of goodwill to  be included in the carrying amount of
the portion of the reporting unit to be disposed of shall be based on th e relative fair values
of the business to be disposed of and the portion of the reporting unit to be retained.
However, it appears you have used the relative gr oss profit of the busine ss to be disposed of
to determine the amount of goodwill to include in the carrying amount.  Please explain to us why you believe that relative gross profit is the sa me as or approximates relative fair value.
Refer to ASC 350-20-35-53.

Please respond to this comment within 10 business days or tell us when you will provide us
with a response.

W.M. “Rusty” Rush
Rush Enterprises, Inc.  January 29, 2010 Page 2    Please contact Elizabeth Sellars, Staff Acc ountant at (202) 551-3348 or Jennifer Thompson,
Accounting Branch Chief at (202) 551-3737 if you have questions regarding comments on the
financial statements and related matters. You may contact Brigitte Lippmann, Special Counsel, at (202) 551-3713 or me at (202) 551- 3720 with any other questions.

Sincerely,
    H. Christopher Owings
        A s s i s t a n t  D i r e c t o r

CORRESP
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VIA
EDGAR

January 15,
2010

H.
Christopher Owings

Assistant
Director

U.S.
Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
DC 20549-3561

  Re:

  Rush
  Enterprises, Inc.

  Form 10-K
  for the Fiscal Year Ended December 31, 2008

  Filed
  March 13, 2009

  Form 10-Q
  for the Fiscal Quarter Ended September 30, 2009

  Filed
  November 9, 2009

  File
  No. 0-20797

Dear
Mr. Owings:

On
behalf of Rush Enterprises, Inc. (the “Company”), set forth below is the
Company’s response to comments received from the Staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”), by letter dated December 23,
2009, regarding the above referenced filings.
For your convenience, the text of the Staff’s comments is set forth below
in bold followed by the Company’s response.

Form 10-K
for the Fiscal Year Ended December 31, 2008

Item
1A. Risk Factors, page 13

1.                                      In
future filings, please delete the penultimate sentence in the first paragraph,
in which you state that additional risks not presently known to you or that you
currently deem immaterial may also impair your business and operations.  Please note that all material risks should be
described.  If risks are not deemed
material, you should not reference them.

In
future filings, the Company will remove from the first paragraph any statement
that (1) indicates that the risk factors the Company describes do not
include all material risks and (2) refers to risks that the Company
currently deems immaterial.

2.                                      In
future filings please include appropriate risk factor disclosure regarding your
substantial goodwill.

In
future filings, the Company will include a risk factor regarding our goodwill
substantially as follows:

An impairment in
the carrying value of goodwill could negatively affect our operating results.

We
have a substantial amount of goodwill on our balance sheet as a result of
acquisitions we have completed.
Approximately 95% of these intangibles are concentrated in our Truck
Segment. The carrying value of goodwill represents the fair value of an
acquired business in excess of identifiable assets and liabilities as of the
acquisition date.  Goodwill is not
amortized, but instead is evaluated for impairment at least annually, or more
frequently if potential interim indicators exist that could result in
impairment.  In testing for impairment,
if the carrying value of a reporting unit exceeds its current fair value as
determined based on the discounted future cash flows of the reporting unit, the
goodwill is considered impaired and is reduced to fair value via a non-cash
charge to earnings.  Events and
conditions that could result in impairment include a prolonged period for the
current global recession and tight credit markets, further decline in economic
conditions or a slow, weak economic recovery, adverse changes in the regulatory
environment, or other factors leading to reductions in expected long-term sales
or profitability.  Determination of the
fair value of a reporting unit includes developing estimates which are highly
subjective and incorporate calculations that are sensitive to minor changes in
underlying assumptions.  Management’s
assumptions change as more information becomes available.  Changes in these assumptions could result in
an impairment charge in the future, which could have a significant adverse
impact on our reported earnings.
See “Management’s Discussion and Analysis of Financial Condition and
Results of Operations — Critical Accounting Estimates — Goodwill” for more
information regarding the potential impact of changes in assumptions.

Item 7. Management’s Discussion and Analysis of Financial Condition and
Results…page 23

Critical Accounting
Policies and Estimates, page 24

3.                                      We note
that several of your critical accounting policies contain substantially the
same information as is provided in Note 2 to your financial statements.  We remind you that such disclosure should
supplement, not duplicate, the description of accounting policies that are
already disclosed in the notes to the financial statements.  The disclosure should provide greater insight
into the quality and variability of information regarding financial condition
and operating performance.  While accounting
policy notes in the financial statements generally describe the method used to
apply an accounting principle, the discussion in MD&A should present a
company’s analysis of the uncertainties involved in applying a principle at a
given time or the variability that is reasonably likely to result from its
application over time.  You should also
quantify the sensitivity of your estimates to change, based on other outcomes
that are reasonably likely to occur and would have a material effect on your
financial statements.  Refer to Section V
of our Release 33-8350, available on our website at
www.sec.gov/rules/interp/33-8350.htm.

The
Company will adjust its MD&A disclosures in future filings to include
analysis of any uncertainties involved in the application of critical
accounting policies and to provide greater insight into the quality and
variability of information regarding financial condition and operating
performance.

Liquidity and Capital Resources, page 34

4.                                      You
disclose that you may request working capital advances in the minimum amount of
$100,000 from GE Capital, but such working capital advances may not cause the
total indebtedness owed GE Capital to exceed an amount equal to the wholesale
advances made against your current inventory less any payment reductions then
due.  Please provide, as of the end of
the period covered by the report, the amount you could have borrowed from GE
Capital based on this arrangement.

As
of December 31, 2008, the Company would not have been able to request a
working capital advance from GE Capital because the Company’s indebtedness to
GE Capital approximated wholesale advances against its current inventory
less any payment reductions then due.  In
future filings, the Company will disclose the amount available to borrow from
GE Capital based on this arrangement as of the end of the reporting period.

Financial Statements and
Supplementary Data, page 40

Consolidated Balance
Sheets, page 42

5.                                      We note
that you classified your auction rate securities as current assets as of December 31,
2008.  Based on your disclosures within
Note 18, we assume this classification was made based upon your belief that the
investment would liquidate within the next twelve months.  However, we note from your Form 10-Q for
the period ended September 30, 2009 that you have not yet sold these
investments.  Please explain to us why
you continue to believe that it is appropriate to classify these investments as
current assets.

As
of December 31, 2008, the Company classified its investments in auction
rate securities as a current asset as the Company reasonably expected that
these assets would be sold or redeemed within a year as of the latest balance
sheet date.  The Company believed its
auction rate securities would sell within twelve months because, at that time,
similar municipal-backed auction rate securities had experienced successful
auctions.  The Company no longer believes
these assets should be classified as current and will reclassify the auction
rate securities to long-term in future filings.

6.                                      Please
refer to the information disclosed on the face of your balance sheet concerning
your common stock and your treasury stock.
Please explain to us why the difference between the number of shares of Class A
and Class B stock issued and the number of shares of Class A and Class B
stock outstanding is greater than the number of shares disclosed as treasury
stock at December 31, 2008.
Additionally, since the number of shares issued and outstanding are not
the same at December 31, 2008, please reconcile the number of shares
disclosed on the face of your balance sheet to the number of shares issued and
outstanding as presented on the face of your statements of equity.

The
following is a reconciliation of our shares issued to our shares outstanding on
the balance sheet as of December 31, 2008.

  Class A

  Class B

  Shares issued per Balance Sheet

  26,327,734

  12,324,987

  Less: Treasury Shares per Balance Sheet

  —

  1,639,843

  Issued Shares less Treasury Shares

  26,327,734

  10,685,144

  Shares Outstanding per Balance Sheet

  26,255,974

  10,685,144

  Variance between Issued and Outstanding Shares

  71,760

  —

As
presented on the face of the balance sheet, the variance between the number of Class A
shares that are issued and the number of Class A shares that are
outstanding represents 71,760 unvested restricted Class A shares.  Unvested restricted shares are considered
issued but not outstanding.  Treasury
shares account for the entire difference between the number of Class B
shares that are issued and the number of Class B shares that are
outstanding on the face of the balance sheet.
We note Regulation S-X 210.5-02 provides the following, “for each class
of common shares state, on the face of the balance sheet, the number of shares issued or outstanding, as appropriate, and the dollar amount
thereof.”  In future filings, the Company
will report on the balance sheet only the Class A and Class B shares
outstanding.

On
the statement of equity, the Class A shares agree with the outstanding Class A
shares on the balance sheet.  The share
activity reported in Class B shares outstanding on the statement of equity
had two amounts incorrectly reported which are both considered immaterial as
the errors did not affect any dollar amounts reported.  Specifically, the previously presented
statement of equity included 15, 000 shares issued for “stock options exercised”
and the amount should have been 60,000 shares.
Further, we did not report the number of shares repurchased of 1,640,000
on the statement of equity.  As
previously stated, the dollar amounts reported were accurate.  Furthermore, the Company correctly accounted
for all shares in its earnings per share calculation, therefore the errors had
no effect on earnings per share and only affected the share amounts on the
statement of equity.  The Company will
adjust the statement of equity so that it reflects outstanding shares and
agrees to the face of the balance sheet.

The following represents the proposed statement of
equity, for the year ended December 31, 2008, that the Company intends to
present in future filings. (amounts in 000s except par value):

  Common Stock

  Shares

  Outstanding

  $0.01

  Par

  Additional

  Paid-In

  Treasury

  Retained

  Class A

  Class B

  Value

  Capital

  Stock

  Earnings

  Total

  Balance, December 31, 2007

  26,071

  12,265

  383

  178,274

  —

  220,920

  399,577

  Stock options exercised (including tax benefit of $791)

  130

  60

  2

  1,295

  1,297

  Stock-based compensation related to stock options and employee stock
  purchase plan

  —

  —

  —

  3,632

  3,632

  Issuance of common stock under employee stock purchase plan

  55

  —

  1

  617

  618

  Common stock repurchases

  (1,640

  )

  (17,948

  )

  (17,948

  )

  Net income

  —

  —

  —

  —

  —

  28,865

  28,865

  Balance, December 31, 2008

  26,256

  10,685

  $

  386

  $

  183,818

  $

  (17,948

  )

  $

  249,785

  $

  416,041

<Note> The Company has 26,327,734 Class A
shares issued.  The variance between the
number of Class A shares issued and outstanding represents 71,760 unvested
restricted Class A shares.  The
Company has 12,324,987 Class B shares issue.  The variance between the number of Class B
shares issued and outstanding represents 1,639,843 Class B shares held in
treasury.

Consolidated Statements of
Income, page 43

7.                                      We note
that you have classified “gain on sale of assets, net” below the subtotal for
operating income.  Either revise future
filings to reclassify this amount to be within the subtotal for operating
income, consistent with paragraph 45 of SFAS 144, or explain to us why it is appropriate
to classify this gain as a nonoperating income item.  Refer to Rule 5-03 of Regulation S-X.

In
future filings, the Company will reclassify “gain on sale of assets, net” to be
within the subtotal for operating income, consistent with paragraph 45 of SFAS
144.

Note 15. Income taxes, page 62

8.                                      We note
your statement on page 25 and page 48 that you have a valuation
allowance related to deferred tax assets in certain states.  However, we do not note any valuation
allowance in the detail of your deferred tax assets and liabilities on page 63.  Please explain to us how your disclosures on page 63
comply with the guidance in paragraph 43 of SFAS 109 concerning valuation
allowances.  Also tell us how you
considered including your tax valuation allowance in Note 6.

Historically,
the Company’s valuation allowances related to deferred tax assets have been
immaterial and therefore were not disclosed separately in the notes to our
financial statements.  As of December 31,
2008, the Company did not have a valuation allowance related to a deferred tax
asset.  The Company will continue to
analyze its deferred tax

assets
to ascertain the necessity of any related valuation allowances and, in future
filings, will adjust the disclosure on page 25 and page 48 of our Form 10-K,
and consider whether additional disclosure is required in the notes to our
financial statements, to more accurately reflect the Company’s position on
these allowances.

9.                                      Please
explain to us how your current presentation of deferred tax liabilities as a
single line item within the table at the top of page 63 complies with the
guidance in paragraph 43 of SFAS 109 indicating that you should disclose each
type of difference that gives rise to a significant portion of your deferred
tax liabilities.  Your current
description of these liabilities as “Difference between book and tax basis”
appears overly broad.

The
“Difference between book and tax basis” consists of Depreciation and
Amortization expense of ($57.9) million and LIFO inventory valuation of ($1.9)
million.  The Company will adjust future
filings to disclose each type of difference that gives rise to a significant
portion of its deferred tax liability.

Item 9A. Controls and Procedures,
page 69

Evaluation of Disclosure Controls
and Procedures, page 69

10.                               We note
your disclosure that your disclosure controls and procedures were effective “to
provide reasonable assurance that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms.”
As you have included a portion of the definition of disclosure controls
and procedures in your disclosure, you must include the entire definition.  As such, please confirm and revise future
filings to clarify, if true, that your disclosure controls and procedures are
also designed effective to ensure that information required to be disclosed in
the reports that you file or submit under the Exchange Act is accumulated and
communicated to your management, including your chief executive officer and
chief financial officer, to allow timely decisions regarding required
disclosure.  See Exchange Act Rule 13a-15(e).

In
future filings, the Company will expand its discussion of disclosure controls
and procedures to include the entire definition of disclosure controls and
procedures contained in Exchange Act Rule 13a-15(e). An example of t

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

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 6010
 September 19, 2008
 Mr. Steven L. Keller Vice President and Chief Financial Officer Rush Enterprises, Inc. 555 I.H. 35 South, Suite 500 New Braunfels, Texas 78130
Re: Rush Enterprises, Inc.
Form 10-K for the fiscal year ended December 31, 2007 Filed March 13, 2008 File No. 000-20797
 Dear Mr. Keller:   We have completed our review of your Form 10-K and related filings and have no
further comments at this time.            S i n c e r e l y ,           Kevin L. Vaughn        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

September 16, 2008

VIA
FACSIMILE AND EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549-3561

Attention:
Kevin L. Vaughn

  Re:

  Rush
  Enterprises, Inc.

  Form 10-K
  for the Year Ended December 31, 2007

  Filed
  March 13, 2008

  File
  No. 000-20797

Dear
Mr. Vaughn:

On
behalf of Rush Enterprises, Inc. (the “Company”), set forth below
is the Company’s response to comments of the Staff (the “Staff”) of the
Securities and Exchange Commission, dated September 8, 2008, regarding the
above referenced Form 10-K filed by the Company on March 13,
2008.  For your convenience, the text of
the Staff’s comments is set forth below in bold followed by the Company’s
response.

Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page 20

Cash Flows, page 32

Cash Flows from Operating
Activities, page 32

1.             We note your presentation here of
net cash provided by operating activities including all floor plan notes
payable.  While disclosure of the effect
of these items is beneficial to an investors understanding of your cash flows,
the current disclosure format results in the presentation of a non-GAAP
financial measure for cash flows from operating activities, as adjusted.  If you elect to continue to present the
non-GAAP financial measure in your MD&A, please revise future filings to
include the disclosures required by Item 10(e)(l)(i)(C) and
Item 10(e)(l)(i)(D) of Regulation S-K.

Response:  We agree to revise future filings in response
to your comment.  Accordingly, if we
elect in the future to present the non-GAAP financial measure of net cash
provided by operating activities including all floor plan notes payable in the
MD&A section of the Company’s Form 10-K, we will also include the disclosures
required by Item 10(e)(l)(i)(C) and Item 10(e)(l)(i)(D) of
Regulation S-K therein.

Additionally,
the Company acknowledges 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 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.

If
you have any further questions, I can be reached at (830) 626-5226.

  Sincerely,

  /s/
  Steven L. Keller

  Steven
  L. Keller

  Vice
  President and Chief Financial Officer

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 6010
September 8, 2008
 Mr. Steven L. Keller Vice President and Chief Financial Officer Rush Enterprises, Inc. 555 I.H. 35 South, Suite 500 New Braunfels, Texas 78130
 Re: Rush Enterprises, Inc.
Form 10-K for the Year Ended December 31, 2007
Filed March 13, 2008 File No. 000-20797

Dear Mr. Keller:

We have reviewed your filing and have th e following comment.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Wher e indicated, we think you should revise future
filings in response to this comment.  If you disagr ee, we will consider your explanation as to why
our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In our commen t, we may ask you to provide us with information so we may
better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in thes e respects.  We welcome any questions you may
have about our comments or any other aspect of our review.  Feel free to  call us at the telephone
numbers listed at the end of this letter.

Mr. Steven L. Keller
Rush Enterprises, Inc.
September 8, 2008 Page 2  Form 10-K for the Fiscal Year Ended December 31, 2007

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 20

Cash Flows, page 32

Cash Flows from Operating Activities, page 32
 1. We note your presentation here of net cash provided by operating activ ities including all
floor plan notes payable.  While disclosure of the effect of these items is beneficial to an
investors understanding of your cash flows, the current disclosure format results in the presentation of a non-GAAP financial measur e for cash flows from operating activities,
as adjusted.  If you elect to continue to present the non-GAAP financial measure in your
MD&A, please revise future filings to in clude the disclosure s required by Item
10(e)(1)(i)(C) and Item 10(e)(1 )(i)(D) of Regulation S-K.

As appropriate, please respond to this commen t within 10 business da ys or tell us when
you will provide us with a response.  Please furnish a cover letter that keys your responses to our comment and provides any requested information.  Detailed cover letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.      In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;
 ‚ staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and
 ‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

Mr. Steven L. Keller
Rush Enterprises, Inc. September 8, 2008 Page 3
  You may contact Lynn Dicker, Staff Accountant, at (202) 551-3616 or me at (202) 551-
3634 if you have questions regarding comments on th e financial statements and related matters.
In this regard, do not hes itate to contact me or Martin James,  Senior Assistant Chief Accountant,
at (202) 551-3671 with any questions.

       S i n c e r e l y ,

                  Kevin L. Vaughn         A c c o u n t i n g  B r a n c h  C h i e f