COPART INC — Director's Dealing 2008

May 7, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COPART INC (CPRT)
CIK: 0000900075
Period of Report: 2008-05-05

Reporting Person: JOHNSON WILLIS J (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-05-05	Common Stock	M	600000	$2.92	Acquired	604632	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-05-05	Employee Stock Option	$2.92	M	600000	Acquired	2008-05-27	Common Stock (600000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2231680	Indirect
Common Stock	7082442	Indirect
Common Stock	646740	Indirect
Common Stock	1147410	Indirect

Footnotes

F1: The option, granted May 27, 1998, vested 20% after the first year, and thereafter monthly, rateably, over the remaining 48 months vesting term.

F2: Reflects shares held by the Reba Family Limited Partnership II, of which the reporting person and the reporting person's spouse are the general partners.

F3: Reflects shares held by the Willis J. Johnson and Reba J. Johnson Revocable Trust DTD 1/16/1997, of which the reporting person and the reporting person's spouse are trustees.

F4: Reflects shares held by the Lequeita Family Limited Partnership II, of which the reporting person and the reporting person's spouse are the general partners.

F5: Reflects shares held by the Willis Johnson and Joyce Johnson Family Limited Partnership, of which the reporting person and the reporting person's spouse are the general partners.