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 *
  Khazani Sol
 2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2007		 3. Issuer Name and Ticker or Trading Symbol
U.S. Auto Parts Network, Inc. [PRTS]
(Last)
(First)
(Middle)
C/O U.S. AUTO PARTS NETWORK, INC., 17150 SOUTH MARGAY AVENUE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CARSON, CA 90746		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 5,182,040
I
By Khazani Living Trust, Established October 26, 2004 (1)
Common Stock 213,979
I
By Sol Khazani Annuity Trust, Established November 18, 2006 (2)
Common Stock 213,979
I
By Mina Khazani Annuity Trust, Established November 18, 2006 (3)

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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Khazani Sol
C/O U.S. AUTO PARTS NETWORK, INC.
17150 SOUTH MARGAY AVENUE
CARSON, CA 90746		   X   X    
Khazani Living Trust, Established October 26, 2004
C/O U.S. AUTO PARTS NETWORK, INC.
17150 SOUTH MARGAY AVENUE
CARSON, CA 90746		     X    

Signatures

/s/ Sol Khazani 02/05/2007
**Signature of Reporting Person Date
/s/ Sol Khazani, as co-trustee 02/05/2007
**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) These shares are owned directly by the Khazani Living Trust, Established October 26, 2004 and indirectly by Sol Khazani as co-trustee of the trust, of which Mr. Khazani is a beneficiary.
(2) These shares are owned directly by the Sol Khazani Annuity Trust, Establised November 18, 2006 and indirectly by Sol Khazani as co-trustee of the trust, of which Mr. Khazani is the sole beneficiary.
(3) These shares are owned directly by the Mina Khazani Annuity Trust, Established November 18, 2006 and indirectly by Sol Khazani as co-trustee of the trust, of which Mr. Khazani's spouse is the sole beneficiary.

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