UNITED
STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

(Mark One)

S

ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended: July 31, 2013

OR

£

TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
	SECURITIES EXCHANGE ACT OF 1934For the transition period from 
to

Commission file number 0-23255

Copart, Inc.(Exact name of registrant as specified in its charter)

|Delaware                                                                                                                       | 94-2867490                               
|------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------
|(State or other jurisdiction of incorporation or organization)                                                                 | (I.R.S. Employer Identification Number)  
|14185 Dallas Parkway, Suite 300, Dallas, Texas(Address of principal executive offices)                                         | 75254(Zip code)                          
|Registrant’s telephone number, including area code: (972) 391-5000 Securities registered pursuant to Section 12(b) of the Act:
|Title of Each Class                                                                                                            | Name of each exchange on which registered
|Common Stock, $0.0001 par value                                                                                                | The NASDAQ Global Select Market          

Securities registered pursuant to Section
12(g) of the Act: None




Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesSNo
£

Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes£NoS

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YesSNo
£

Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). YesSNo
£

Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K. £

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act (check one):

|Large Accelerated FilerS | Accelerated Filer£ | Non-Accelerated Filer£                        | Smaller Reporting Company £
|------------------------ | ------------------ | --------------------------------------------- | ---------------------------
|                         |                    | (Do not check if a smaller reporting company) |                            

Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes£Noþ

The aggregate market value of the voting and
non-voting Common Stock held by non-affiliates of the registrant as of January 31, 2013 (the last business day of the registrant’s
most recently completed second fiscal quarter) was $3,808,774,974 based upon the closing sales price reported for such date on
the NASDAQ Global Select Market (formerly the NASDAQ National Market). For purposes of this disclosure, shares of Common Stock
held by persons who hold more than 5% of the outstanding shares of Common Stock and shares held by officers and directors of the
registrant have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not
necessarily conclusive for other purposes.

At September 30, 2013, registrant had 125,515,179
outstanding shares of Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of our definitive Proxy Statement
for the 2013 Annual Meeting of Stockholders, also referred to in this Annual Report on Form 10-K as our Proxy Statement, which
will be filed with the Securities and Exchange Commission, or SEC, pursuant to Regulation 14A within 120 days after the registrant’s
fiscal year end of July 31, 2013, have been incorporated by reference in Part III hereof. Except with respect to the information
specifically incorporated by reference, the Proxy Statement is not deemed to be filed as a part hereof.




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EXPLANATORY NOTE

Copart, Inc. (the “Company”)
is filing this Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to its Annual Report on Form 10-K for the
fiscal year ended July 31, 2013, which was originally filed with the Securities and Exchange Commission on September 30, 2013 (the
“Original Filing”), solely to amend Item 15, Exhibits and Financial Statement Schedules, in order to re-file Exhibit
23.1 to include the electronic signature for the Consent of Independent Registered Public Accounting Firm in Exhibit 23.1 that
had been issued to us and was mistakenly excluded from our Original Filing. Accordingly, this Amendment No. 1 consists solely of
the preceding cover page, this explanatory note, the list of exhibits filed with this Amendment No. 1, and the signature page.
Other than as noted herein, this Amendment No. 1 does not modify or update any disclosures made in the Original Filing or reflect
events that may have occurred subsequent to the filing date of the Original Filing.



EXHIBITS FILED WITH THIS AMENDMENT NO. 1



|            |  |                                                                                                    
|----------- |  | ---------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Description                                                                                
|            | 
|23.1        |  | Consent of Independent Registered Public Accounting Firm.                                          
|            | 
|31.1        |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|            | 
|31.2        |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



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SIGNATURES

Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by
the undersigned thereunto duly authorized, on October 2, 2013.

| | Registrant  
| | ------------
| | Copart, Inc.
| | By:         
| |             



| | Copart, Inc.
| | ------------
| | By:         
| |             



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EXHIBIT INDEX



|     |  |                                                                                                    
|---- |  | ---------------------------------------------------------------------------------------------------
|     | 
|23.1 |  | Consent of Independent Registered Public Accounting Firm.                                          
|     | 
|31.1 |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|     | 
|31.2 |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



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