<PAGE>
                                                                    Exhibit 3.06


                          CERTIFICATE OF INCORPORATION
                                       OF
                                CSKAUTO.COM, INC.
                             A DELAWARE CORPORATION



FIRST:         The name of the corporation is CSKAUTO.COM, Inc. (the
               "Corporation").

SECOND:        The address of the registered office of the Corporation in the
               State of Delaware is 1013 Centre Road, in the City of Wilmington,
               County of New Castle, 19805 and the name of its registered agent
               at that address is Corporation Service Company.

THIRD:         The purpose of the Corporation is to engage in any lawful act
               or activity for which corporations may be organized under the
               General Corporation Law of Delaware.

FOURTH:

               A. The Corporation shall be authorized to issue one class of
                  stock to be designated "Common Stock"; the total number of
                  shares which the Corporation shall have authority to issue is
                  One Hundred (100); and each such share shall have a par value
                  of one cent ($.01).

               B. Each common stockholder of record shall have one vote for each
                  share of stock which is outstanding in his or her name on the
                  books of the Corporation and which is entitled to vote. In the
                  election of directors each stockholder shall be entitled to
                  cast for any one candidate no greater number of votes than the
                  number of shares held by such stockholder; no stockholder
                  shall be entitled to cumulate votes on behalf of any
                  candidate.

               C. Common stockholders of the Corporation shall not have
                  preemptive rights.

               D. The shares of Common Stock may be issued from time to time in
                  one or more series. The board of directors is hereby vested
                  with authority to fix by resolution or resolutions the
                  designations and the powers, preferences and relative,
                  participating, optional or other special rights, and
                  qualifications, limitations, or restrictions thereof,
                  including without limitation, the dividend rate, conversion
                  rights, redemption price and liquidation preference, of any
                  series of shares of Common Stock, and to fix the number of
                  shares constituting any such series, and to increase or
                  decrease the number of shares of any such series (but not
                  below the number of shares thereof then outstanding). In case
                  the number of shares of any such series shall be so decreased,
                  the shares constituting such decrease shall resume the status
                  which they had prior to the adoption of the resolution or
                  resolutions originally fixing the number of shares of such
                  series.
<PAGE>
FIFTH:         The name and mailing address of the incorporator of the
               Corporation is:

                  Corporation Service Company
                  1013 Centre Road
                  Wilmington, Delaware 19805

SIXTH:         The number of initial directors shall be thirteen (13) and
               thereafter shall be set by the board of directors. The term of
               office of a director shall be one year and thereafter until his
               or her successor is elected and qualified, unless he or she shall
               resign, become disqualified or disabled or a new director is
               elected prior to the expiration of a serving director's term.

               The name and mailing address of the initial directors are:

<TABLE>
<CAPTION>
               NAME                             ADDRESS
               ----                             -------
<S>                                             <C>
               Maynard Jenkins                  645 E. Missouri Avenue, Suite 400
                                                Phoenix, AZ 85012

               James Bazlen                     645 E. Missouri Avenue, Suite 400
                                                Phoenix, AZ 85012

               John Antioco                     645 E. Missouri Avenue, Suite 400
                                                Phoenix, AZ 85012

               Morton Godlas                    645 E. Missouri Avenue, Suite 400
                                                Phoenix, AZ 85012

               Jon P. Hedley                    645 E. Missouri Avenue, Suite 400
                                                Phoenix, AZ 85012

               Edward G. Lord, III              645 E. Missouri Avenue, Suite 400
                                                Phoenix, AZ 85012

               Christopher J. O'Brien           645 E. Missouri Avenue, Suite 400
                                                Phoenix, AZ 85012

               Charles J. Philippin             645 E. Missouri Avenue, Suite 400
                                                Phoenix, AZ 85012

               Robert Smith                     645 E. Missouri Avenue, Suite 400
                                                Phoenix, AZ 85012

               Christopher J. Stadler           645 E. Missouri Avenue, Suite 400
                                                Phoenix, AZ 85012

               Jules Trump                      645 E. Missouri Avenue, Suite 400
                                                Phoenix, AZ 85012
</TABLE>

                                                                               2
<PAGE>
<TABLE>
<S>                                             <C>
               Eddie Trump                      645 E. Missouri Avenue, Suite 400
                                                Phoenix, AZ 85012

               Savio W. Tung                    645 E. Missouri Avenue, Suite 400
                                                Phoenix, AZ 85012
</TABLE>

SEVENTH:       In furtherance and not in limitation of the powers conferred
               by statute, the Board of Directors is expressly authorized to
               make, repeal, alter, amend and rescind the bylaws of this
               Corporation.

EIGHTH:        Elections of directors need not be by written ballot unless
               the bylaws of the Corporation shall so provide or unless the
               Board of Directors shall so direct.

NINTH:         The Corporation reserves the right to amend, alter, change or
               repeal any provision contained in this Certificate of
               Incorporation, in the manner now or hereafter prescribed by
               statute, and all rights conferred on stockholders herein are
               granted subject to this reservation.

TENTH:         Whenever a compromise or arrangement is proposed between this
               Corporation and its creditors or any class of them and/or
               between this Corporation and its stockholders or any class of
               them, any court of equitable jurisdiction within the State of
               Delaware may, on the application in summary way of this
               corporation or of any creditor or stockholder thereof or an
               the application of any receiver or receivers appointed for
               this Corporation under the provisions of Section 291 of Title
               8 of the Delaware code or on the application of trustees in
               dissolution or of any receiver or receivers appointed for this
               Corporation under the provisions of Section 279 of Title 8 of
               the Delaware Code order a meeting of the creditors or class of
               creditors, and/or of the stockholders or class of stockholders
               of this Corporation, as the case may be, to be summoned in
               such manner as the said court directs.  If a majority in
               number representing three-fourths in value of the creditors or
               class of creditors, and/or of the stockholders or class of
               stockholders of this Corporation, as the case may be, agree to
               any compromise or arrangement and to any reorganization of
               this Corporation as a consequence of such compromise or
               arrangement, the said compromise or arrangement and the said
               reorganization shall, if sanctioned by the court to which the
               said application has been made, be binding on all the
               creditors or class of creditors, and/or on all the
               stockholders or class of stockholders, of this corporation, as
               the case may be, and also on this Corporation.

ELEVENTH:      No director of the Corporation shall be personally liable to
               the Corporation or its stockholders for monetary damages for
               breach of fiduciary duty as a director, provided that (except
               as set forth below) this Article does not eliminate or limit
               any such liability imposed by law: (i) for any breach of the
               director's duty of loyalty to the Corporation or its
               stockholders; (ii) for acts or omissions not in good faith or
               which involve intentional misconduct or a knowing violation of
               law; (iii) under Section 174 of the Delaware General

                                                                               3
<PAGE>
               Corporation Law, or (iv) for any transaction from which the
               director derived an improper personal benefit.  If the
               Delaware General Corporation Law hereafter is amended to
               authorize the further elimination or limitation of the
               liability of directors, then the liability of a director of
               the Corporation shall be further eliminated or limited
               pursuant to this Article to the fullest extent permitted by
               the Delaware General Corporation Law as so amended.  Unless
               applicable law requires otherwise, any repeal of this Article
               by the stockholders of the Corporation, and any modification
               to this Article (other than one further eliminating or
               limiting director personal liability) shall be prospective
               only and shall not adversely affect any elimination of, or
               limitation on, the personal liability of a director of the
               Corporation existing at the time of such repeal or
               modification.

TWELFTH:       Indemnification.

               Section 1. Indemnification. To the fullest extent from time to
               time permitted by Section 145 of the Delaware General Corporation
               Law, the Corporation shall indemnify each Authorized
               Representative who was or is a party or who was or is threatened
               to be made a party to or is otherwise involved in any threatened,
               pending or completed action, suit or proceeding (including,
               without limitation, one by or in the right of the Corporation to
               procure a judgment in its favor), whether civil, criminal,
               administrative or investigative (hereinafter a "Proceeding"), by
               reason of the fact that he or she is or was a director, officer,
               employee or agent of the Corporation or is or was serving at the
               request of the Corporation as a director, officer, employee or
               agent or another corporation, partnership, joint venture, trust,
               limited liability company or other enterprise, including service
               with respect to employee benefit plans, from and against any and
               all expenses (including, without limitation, attorneys' fees),
               judgments, fines and amounts paid in settlement actually and
               reasonably incurred by such Authorized Representative or on such
               Authorized Representative's behalf in connection with such
               Proceeding. The Corporation shall make such indemnification to
               the Authorized Representative within 30 days after receipt by the
               Corporation of the written request of the Authorized
               Representative for such indemnification unless, within that time,
               the Corporation (by resolution of its directors or stockholders
               or the written opinion of its counsel) has determined that the
               Authorized Representative is not entitled to such
               indemnification.

               Section 2. Advancement of Expenses. Expenses (including
               attorneys' fees) incurred by an Authorized Representative or on
               such Authorized Representative's behalf in defending any such
               Proceeding shall be paid by the Corporation in advance of the
               final disposition of such Proceeding, within 10 days after
               receipt by the Corporation of the written request of the
               Authorized Representative for such advance. The Corporation may
               condition such advance upon the receipt of the written
               undertaking of such Authorized Representative or on such
               Authorized Representative's behalf to repay such amount if it
               shall ultimately be determined that the Authorized Representative


                                                                               4
<PAGE>

               is not entitled to be indemnified by the Corporation. Such
               undertaking shall not be required to be guarantied by any other
               person or collateralized, and shall be accepted by the
               Corporation without regard to the financial ability of the person
               providing such undertaking to make such repayment.

               Section 3. Presumptions. For all purposes of this Article and to
               the fullest extent permitted by applicable law, there shall be a
               refutable presumption in favor of the Authorized Representative
               that all requested indemnifications and advancements of expenses
               are reasonable and that all conditions to indemnification or
               expense advancements, whether required under this Article or the
               Delaware General Corporation Law, have been satisfied.

               Section 4. Definitions, Etc. As used in this Article, "Authorized
               Representative" means, collectively: (i) any person who is or was
               an officer or director of the Corporation; and (ii) any other
               person who may be designated by the Board from time to time as an
               "authorized representative" for purposes of this Article. The
               provisions of Section 145(h), (i) and (j) of the Delaware General
               Corporation Law shall apply to this Article.

               Section 5. Insurance. The Corporation may maintain insurance, at
               its expense, to protect itself and any director, officer,
               employee or agent of the Corporation or another corporation,
               partnership, joint venture, trust, limited liability company or
               other enterprise against expense, liability or loss, whether or
               not the Corporation would have the power to indemnify such person
               against such expense, liability or loss under the Delaware
               General Corporation Law or this Article.

               Section 6. Article Not Exclusive. The rights to indemnification
               and to the advancement of expenses conferred in this Article
               shall not be exclusive of any other right which any Authorized
               Representative may have or hereafter acquire under any statute,
               this Certificate of Incorporation, any by-law, agreement, vote of
               stockholders or disinterested directors or otherwise. Nothing in
               this Article shall affect the right of the Corporation to grant
               rights of indemnification, and the advancement of expenses, to
               any other person or in any other circumstance.

               Section 7. Reliance. Each Authorized Representative shall be
               deemed to have acted in reliance upon the rights to
               indemnification and advancement of expenses established in this
               Article. Unless applicable law requires otherwise, any repeal or
               modification of this Article (other than a modification expanding
               the right to indemnification and expense advancement in favor of
               Authorized Representatives) shall be prospective only and shall
               not adversely affect any right or benefit of an Authorized
               Representative to indemnification or expense advancement at the
               time of such repeal or modification.

               Section 8. Severability. If any portion of this Article shall be
               held to be illegal, invalid or otherwise unenforceable by any
               court having appropriate


                                                                               5
<PAGE>
               jurisdiction, then the Corporation nevertheless shall indemnify
               and advance expenses to each Authorized Representative to the
               fullest extent permitted by the applicable portions of this
               Article not so held to be illegal, invalid, unenforceable, and
               otherwise to the fullest extent permitted by law.

THIRTEENTH:    From time to time any of the provisions of this certificate of
               incorporation may be amended, altered or repealed, and other
               provisions authorized by the laws of the State of Delaware at
               the time in force may be added or inserted in the manner and
               at the time prescribed by said laws, and all rights at any
               time conferred upon the stockholders of the Corporation by
               this certificate of incorporation are granted subject to the
               provisions of this Article.

      THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation to do business both within and without the
State of Delaware, and in pursuance of the Delaware General Corporation Law,
does make and file this Certificate.

      Dated:     February 24, 1999
            ----------------------



                                    By:  /s/ Karin L. Dunn
                                        --------------------------------------

                                    Name: Karin L. Dunn
                                        ---------------------------------------


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