COPART INC
10-Q/A, 2000-12-13
AUTO DEALERS & GASOLINE STATIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-Q/A



(Mark One)

 X       Amendment No.1 to Quarterly report pursuant to Section 13 or 15(d) of
         the Securities Exchange Act of 1934 for the quarterly period ended
         October 31, 2000

                                       OR

         Transition report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934 for the transition period from ____________ to
         ____________

                         Commission file number: 0-23255


                                  COPART, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 CALIFORNIA                               94-2867490
      (State or other jurisdiction                     (I.R.S. Employer
    of incorporation or organization)               Identification Number)

                    5500 E. SECOND STREET, BENICIA, CA 94510
             (Address of principal executive offices with zip code)

       Registrant's telephone number, including area code: (707) 748-5000

                                       N/A
             (Former name, former address and former fiscal year,
                          if changed since last report)

         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.

                         YES    X            NO
                              -----              -----

Number of shares of Common Stock outstanding as of November 29, 2000: 54,575,594

<PAGE>

The Registrant is filing this Amendment No. 1 to the Quarterly Report on Form
10Q for the period ended October 31, 2000, in order to revise the disclosure of
reports on Form 8-K under Item 6.


                           PART II - OTHER INFORMATION



ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

         (a)      EXHIBITS.
                  --------

                  27.1     Financial Data Schedule (Previously filed)

         (b)      REPORTS ON FORM 8-K. The Company filed a current report on
         Form 8-K on August 28, 2000, to announce that it had reached an
         agreement to acquire up to 20 Sadisco facilities. On October 27, 2000,
         the Company filed a current report on Form 8-K that announced the
         cancellation of the Sadisco acquisition.




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<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                          COPART, INC.


                                          /s/ Wayne R. Hilty
                                          -------------------------------------
                                          Wayne R. Hilty, Senior Vice President
                                          and Chief Financial Officer (duly
                                          authorized officer and principal
                                          financial and accounting officer)
                                          Date: December 13, 2000





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