U. S. AUTO PARTS NETWORK, INC.
17150 South Margay Avenue, Carson, California 90746
August 9, 2011
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Mailstop 4720
100 F Street, NE
Washington, D.C. 20549
Attn: Christopher Chase
| Re: | U.S. Auto Parts Network, Inc. |
| Registration Statement on Form S-3 (File No. 333-173856) |
Ladies and Gentlemen:
Pursuant to Rule 460 and Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective at 4:30 p.m. Eastern Time on August 10, 2011 or as soon thereafter as is practicable.
The undersigned registrant hereby acknowledges that:
| • | should the Commission or its staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or its staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the registrant may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Very truly yours,
| U. S. AUTO PARTS NETWORK, INC. | ||
| By: |
/s/ Theodore Sanders | |
| Theodore Sanders | ||
| Chief Financial Officer | ||