17150 S.
Margay Ave., Carson CA 90746
Phone & Fax (310)
735-0085
Mr. H.
Christopher Owings, Assistant Director
Mr. Scott
Anderegg
Division
of Corporation Finance
Securities
and Exchange Commission
100 F
Street N.E.
Washington,
D.C. 20549-3561
July 12,
2010
Re: U.S.
Auto Parts Network, Inc. (USAP or Company)
Form
10-K For the Fiscal Year Ended January 2, 2010 Filed March 15, 2010
Definitive
Proxy Statement on Form 14A Filed April 6, 2010
File
No. 001-33264
Dear
Messrs. Owings and Anderegg:
On behalf
of USAP, this letter is being transmitted in response to comments received from
the staff (the “Staff”) of the Securities and Exchange Commission by letter
dated June 25, 2010, with respect to the Company’s (i) Annual Report on Form
10-K for the fiscal year ended January 2, 2010, and (ii) the Definitive Proxy
Statement on Schedule 14A filed on April 6, 2010. As I discussed with Mr. Owings
of the Staff, we are working to complete these responses as thoroughly as
possible and this letter is to let you that you can expect our response on
Friday, July 16, 2010.
Please
call me with any questions.
Very
truly yours,
/s/ Theodore R. Sanders
Theodore
R. Sanders
Chief
Financial Officer
(Principal Financial Officer)
Cc: Robyn
Manuel
William
Thompson
Brigitte
Lippmann