FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  FISCHER CHARLES
2. Date of Event Requiring Statement (Month/Day/Year)
03/17/2009
3. Issuer Name and Ticker or Trading Symbol
U.S. Auto Parts Network, Inc. [PRTS]
(Last)
(First)
(Middle)
C/O US AUTO PARTS NETWORK, INC., 17150 MARGAY AVENUE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. V.P. of Global Procurement
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CARSON, CA 90746
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 5,100
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option (right to buy) (1)   (2) 08/01/2018 Common Stock 175,000 $ 3.24 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FISCHER CHARLES
C/O US AUTO PARTS NETWORK, INC.
17150 MARGAY AVENUE
CARSON, CA 90746
      Sr. V.P. of Global Procurement  

Signatures

/s/ Charles Fischer 03/25/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Granted pursuant to the U.S. Auto Parts, Inc. 2007 Omnibus Incentive Plan.
(2) The option vests and becomes exercisable for twenty-five percent of the option shares on August 1, 2009, and the remaining option shares vest and become exercisable thereafter in a series of thirty-six equal monthly installments.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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