Item 8.01. Other Events.

On October 15, 2008, the United States District Court Judge for the Central District of California issued a final order and judgment in the matter entitled:
In re U.S. Auto Parts Network, Inc. Securities Litigation, Case No. CV 07-2030-GW (JC). This order granted approval of the stipulation of settlement that was filed with the Court on May 1, 2008 and was preliminarily approved by the Court on June 13, 2008. This settlement was previously disclosed in the Company's periodic reports (most recently in the Company's Form 10-Q for the quarter ended June 30, 2008), and will become final upon expiration of the applicable appeals period.

Under this settlement, all claims in this lawsuit against the Company and its past and present officers and directors named as defendants have been dismissed with prejudice, in exchange for payment of $10 million to the settlement fund, of which $3.4 million plus legal expenses will be paid by the Company and was accrued on the Company's financial statements as of December 31, 2007. In July 2008, the Company funded its portion of the settlement amount to an escrow account while final approval by the Court was pending.

The information in this Form 8-K is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended.

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