<SUBMISSION>
<ACCESSION-NUMBER>0000950153-02-000991
<TYPE>S-3/A
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20020517
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CSK AUTO CORP
<CIK>0001051848
<ASSIGNED-SIC>5531
<IRS-NUMBER>860765798
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0131
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-3/A
<ACT>33
<FILE-NUMBER>333-77008
<FILM-NUMBER>02655614
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>645 E MISSOURI AVENUE
<CITY>PHOENIX
<STATE>AZ
<ZIP>85012
<PHONE>6022659200
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>645 E MISSOURI AVENUE
<CITY>PHOENIX
<STATE>AZ
<ZIP>85012
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-3/A
<SEQUENCE>1
<FILENAME>p66056a4s-3a.htm
<DESCRIPTION>S-3/A
<TEXT>
<HTML>
<HEAD>
<TITLE>s-3a</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<P align="center">
<B><FONT size="2"> As filed with the Securities and Exchange
Commission on May&nbsp;17, 2002</FONT></B>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<DIV align="right">
<B><FONT size="2">Registration No.&nbsp;333-77008</FONT></B>
</DIV>

<P align="left">
<HR size="1" width="100%" align="left" noshade>

<DIV align="left">
<HR size="1" width="100%" align="left" noshade>
</DIV>

<P align="center">
<B><FONT size="4">SECURITIES AND EXCHANGE COMMISSION</FONT></B>

<DIV align="center">
<B>Washington, D.C. 20549</B>
</DIV>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<P align="center">
<B><FONT size="5">Amendment No.&nbsp;4 to
Form&nbsp;S-3</FONT></B>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<P align="center">
<B>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</B>

<P align="center">
<B><FONT size="6">CSK Auto Corporation</FONT></B>

<DIV align="center">
<I><FONT size="2">(Exact Name of Registrant as Specified in Its
Charter)</FONT></I>
</DIV>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="33%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="32%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="29%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="center" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <B><FONT size="2">Delaware</FONT></B></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <B><FONT size="2">5531</FONT></B></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <B><FONT size="2">86-0765798</FONT></B></TD>
</TR>

<TR>
    <TD align="center" valign="top">
    <I><FONT size="2">(State or Other Jurisdiction of<BR>
    Incorporation or Organization)</FONT></I></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <I><FONT size="2">(Primary Standard Industrial<BR>
    Classification Code Number)</FONT></I></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <I><FONT size="2">(I.R.S. Employer<BR>
    Identification Number)</FONT></I></TD>
</TR>

</TABLE>
</CENTER>

<P align="center">
<B><FONT size="2">645 E. Missouri Ave., Suite&nbsp;400</FONT></B>

<DIV align="center">
<B><FONT size="2">Phoenix, Arizona 85012</FONT></B>
</DIV>

<DIV align="center">
<I><FONT size="2">(Address of Principal Executive
Offices)</FONT></I>
</DIV>

<P align="center">
<B><FONT size="2">Maynard Jenkins</FONT></B>

<DIV align="center">
<B><FONT size="2">CSK Auto Corporation</FONT></B>
</DIV>

<DIV align="center">
<B><FONT size="2">645 E. Missouri Ave., Suite&nbsp;400</FONT></B>
</DIV>

<DIV align="center">
<B><FONT size="2">Phoenix, Arizona 85012</FONT></B>
</DIV>

<DIV align="center">
<B><FONT size="2">(602)&nbsp;265-9200</FONT></B>
</DIV>

<DIV align="center">
<I><FONT size="2">(Name, Address and Telephone Number, Including
Area Code, of Agent for Service)</FONT></I>
</DIV>

<P align="center">
<B><I><FONT size="2">Copy to:</FONT></I></B>

<P align="center">
<B><FONT size="2">Gibson, Dunn &#38; Crutcher LLP</FONT></B>

<DIV align="center">
<B><FONT size="2">1801 California Street,
Suite&nbsp;4100</FONT></B>
</DIV>

<DIV align="center">
<B><FONT size="2">Denver, Colorado 80202</FONT></B>
</DIV>

<DIV align="center">
<B><FONT size="2">(303)&nbsp;298-5930</FONT></B>
</DIV>

<DIV align="center">
<B><FONT size="2">Attention: Richard M. Russo</FONT></B>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><FONT size="2">Approximate date of commencement of proposed
sale to the public:</FONT></B><FONT size="2"> From time to time
after the effective date of this Registration Statement.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If the only securities being registered on this
Form are being offered pursuant to dividend or interest
reinvestment plans, please check the following
box.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="wingdings">&#111;</FONT>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant
to Rule&nbsp;415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following
box.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="wingdings">&#254;</FONT>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If this Form is filed to register additional
securities for an offering pursuant to Rule&nbsp;462(b) under
the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same
offering.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="wingdings">&#111;</FONT>&nbsp;<HR size="1" width="25%" align="left" noshade>
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If this Form is a post-effective amendment filed
pursuant to Rule&nbsp;462(c) under the Securities Act, check the
following box and list the Securities Act registrations
statement number of the earlier effective registration statement
for the same
offering.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="wingdings">&#111;</FONT>&nbsp;<HR size="1" width="25%" align="left" noshade>
</FONT>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If delivery of the prospectus is expected to be
made pursuant to Rule&nbsp;434, please check the following
box.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT face="wingdings">&#111;</FONT>
</FONT>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<DIV align="left">
<HR size="1" width="100%" align="left" noshade>
</DIV>

<DIV align="left">
<HR size="1" width="100%" align="left" noshade>
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<DIV align="center">
<FONT size="2"> </FONT><FONT size="4">12,857,169 Shares
</FONT>
</DIV>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<DIV align="center">
<FONT size="6">CSK Auto Corporation
</FONT>
</DIV>

<DIV align="center">
<FONT size="4">Common Stock
</FONT>
</DIV>

<P align="center">
<HR size="1" width="26%" align="center" noshade>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">This prospectus relates to 12,857,169&nbsp;shares
of CSK Auto Corporation common stock that may be offered for
sale or otherwise transferred from time to time by three of our
stockholders. See <I>&#147;Selling Stockholders.&#148; </I>We
will not receive any proceeds from the sale of these shares and
we will pay substantially all of the expenses incurred in
connection with this offering other than selling commissions.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Any or all of these shares may be offered from
time to time in one or more transactions (which may include
block transactions) on the New York Stock Exchange or in the
over-the-counter market, in negotiated transactions or
otherwise, at fixed prices, which may be changed, at market
prices prevailing at the time of sale, at negotiated prices, or
without consideration, or by any other legally available means.
The selling stockholders may offer these shares directly or by
or through brokers, dealers, agents or underwriters who may
receive compensation in the form of discounts, concessions,
commissions or otherwise.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The selling stockholders and any brokers,
dealers, agents or underwriters that participate in the
distribution of the shares may be deemed to be
&#147;underwriters&#148; within the meaning of the Securities
Act of 1933, as amended, in which event any discounts,
concessions and commissions received by any such brokers,
dealers, agents or underwriters and any profit on resale of the
shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. The aggregate
net proceeds to the selling stockholders from the sale of the
shares will be the purchase price of such shares less any
commissions. See &#147;Plan of Distribution.&#148; No
underwriting arrangements have been entered into by the selling
stockholders as of the date hereof.
</FONT>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our common stock is traded on the New York Stock
Exchange under the symbol &#147;CAO.&#148; On May&nbsp;16, 2002,
the last reported sale price of our common stock on the
New&nbsp;York Stock Exchange was $15.96 per share. The principal
executive offices of the Company are at 645&nbsp;E. Missouri
Ave. Suite&nbsp;400, Phoenix, Arizona 85012 and the telephone
number is (602)&nbsp;265-9200.
</FONT>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><FONT size="2">Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved
of these securities or passed upon the adequacy or accuracy of
this prospectus. Any representation to the contrary is a
criminal offense.</FONT></B>

<P align="center">
<B>An Investment in the Shares of Common Stock Offered Hereby
Involves Risk.</B>

<DIV align="center">
<B>See &#147;Risk Factors&#148; Beginning on page&nbsp;2.</B>
</DIV>

<P align="center">
<HR size="1" width="26%" align="center" noshade>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<P align="center">
<FONT size="2">The date of this prospectus is May&nbsp;17, 2002.
</FONT>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">You should rely only on information contained
in or incorporated by reference in this prospectus. Neither we
nor the selling stockholders have authorized anyone to provide
you with different information. Neither we nor the selling
stockholders are making an offer of these securities in any
state where the offer is not permitted. You should not assume
that the information provided by the prospectus is accurate as
of any date other than the date on the front of this
prospectus.</FONT></I>

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<P><HR noshade><P>

<!-- TOC -->
<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

<P><CENTER>
<TABLE border="0" width="90%" cellpadding="0" cellspacing="0">
<TR>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="3%"></TD>
	<TD width="76%"></TD>
</TR>
<TR><TD colspan="9"><A HREF="#000">SUMMARY</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">RISK FACTORS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">THE OFFERING</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">USE OF PROCEEDS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#004">SELLING STOCKHOLDERS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#005">PLAN OF DISTRIBUTION</A></TD></TR>
<TR><TD colspan="9"><A HREF="#006">WHERE TO OBTAIN ADDITIONAL INFORMATION ABOUT CSK</A></TD></TR>
<TR><TD colspan="9"><A HREF="#007">DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#008">LEGAL MATTERS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#009">EXPERTS</A></TD></TR>
<TR><TD colspan="9"><A HREF="p66056a4ex4-4_1.txt">EX-4.04.01</A></TD></TR>
<TR><TD colspan="9"><A HREF="p66056a4ex4-5_1.txt">EX-4.05.01</A></TD></TR>
<TR><TD colspan="9"><A HREF="p66056a4ex23-1.txt">EX-23.1</A></TD></TR>
</TABLE>
</CENTER>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="center">
<B><FONT size="2">TABLE OF CONTENTS</FONT></B>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<CENTER>
<TABLE width="60%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="90%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="2%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Page</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Summary
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Risk Factors
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">The Offering
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Use of Proceeds
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Selling Stockholders
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Plan of Distribution
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">15</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Where to Obtain Additional Information about CSK
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">16</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Disclosure Regarding Forward Looking Statements
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">17</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Legal Matters
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">17</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Experts
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">17</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In this prospectus, &#147;CSK, &#147;CSK
Auto,&#148; &#147;the Company,&#148; &#147;we,&#148;
&#147;us,&#148; and &#147;our&#148; refer to CSK Auto
Corporation and its subsidiary, CSK Auto, Inc. and its
subsidiaries, except where it is noted, or the context makes
clear, that the reference is only to CSK Auto Corporation or to
CSK Auto, Inc. and its subsidiaries.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><FONT size="2">You should rely only on the information
contained in this document or to which we have referred you. We
have not authorized anyone to provide you with information that
is different. This document may only be used where it is legal
to sell these securities. The information in this document may
only be accurate on the date of this document.</FONT></B>

<P align="center"><FONT size="2">i
</FONT>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "SUMMARY" -->
<DIV align="left"><A NAME="000"></A></DIV>

<P align="center">
<B><FONT size="2">SUMMARY</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The following summary is qualified in its
entirety by reference to the more detailed information appearing
elsewhere in this prospectus or incorporated herein by
reference. Each prospective investor is urged to read this
prospectus and the incorporated documents in their entirety. An
investment in the securities offered hereby involves risk. See
&#147;Risk Factors.&#148;
</FONT>

<P align="left">
<B><FONT size="2">The Company</FONT></B>


<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We are the largest specialty retailer of
automotive parts and accessories in the Western United States
and one of the largest such retailers in the United States,
based on store count. We have the number one market position in
25 of the 28 geographic markets in which we operate, based on
store count. As of February&nbsp;3, 2002, CSK Auto operated
1,130 stores in 19 states under one fully integrated operating
format and three brand names:
</FONT>

<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>


<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Checker Auto Parts, founded in 1969, with 418
    stores in the Southwestern, Rocky Mountain and Northern Plains
    states and Hawaii;
    </FONT></TD>
</TR>


<TR>
    <TD>&nbsp;</TD>
</TR>


<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Schuck&#146;s Auto Supply, founded in 1917, with
    235 stores in the Pacific Northwest and Alaska; and
    </FONT></TD>
</TR>


<TR>
    <TD>&nbsp;</TD>
</TR>


<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Kragen Auto Parts, founded in 1947, with 477
    stores primarily in California.
    </FONT></TD>
</TR>


</TABLE>


<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We offer a broad selection of national brand name
and generic automotive products for domestic and imported cars
and light trucks. Our products include new and remanufactured
automotive replacement parts, maintenance items and accessories.
Our stores average approximately 7,290 square feet in size and
typically offer a store specific mix of between 13,000 and
18,000 stock-keeping units, or SKUs. We also operate a highly
efficient network of 39 strategically located depots to provide
approximately 75% of our stores an additional 65,000 SKUs on a
same-day delivery basis. Through our extensive on-line vendor
network, we make available up to an additional 250,000 SKUs on a
same-day delivery basis to approximately 75% of our stores and
up to 1,000,000 additional SKUs on a next-day delivery basis to
substantially all of our stores.
</FONT>


<P align="left">
<B><FONT size="2">The Offering</FONT></B>


<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We are registering up to a maximum aggregate of
12,857,169 shares of our common stock to be offered for sale by
three of our stockholders. We will not receive any of the
proceeds from the sale of the common stock by the selling
stockholders.
</FONT>



<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Of the 12,857,169 shares offered by this
prospectus, approximately 4.52 million are presently issued and
outstanding as a result of our election on December&nbsp;21,
2001 to convert our $30,000,000 7% note held by Oppenheimer
Capital Income Fund into our common stock. The remaining
approximately 8.33&nbsp;million shares are being registered as
required under a registration rights agreement we entered into
in connection with the issuance of our 7% Convertible
Subordinated Debentures issued on December&nbsp;21, 2001 (the
&#147;Convertible Debentures&#148;). Of these 8.33&nbsp;million
shares offered by this prospectus, 105,708 shares have already
been issued as in lieu of cash interest payments on the
Convertible Debentures, and approximately 5.75&nbsp;million
shares would be issuable under the terms of our Convertible
Debentures if all $50,000,000 of the Convertible Debentures were
converted into our common stock on the date of this prospectus.
We will require the conversion of the Convertible Debentures
within 30&nbsp;days following the effectiveness of the
Registration Statement of which this prospectus is a part. The
remaining approximately 2.47&nbsp;million shares could be
issued, if we so choose, as in-lieu-of-cash interest payments on
the Convertible Debentures prior to their conversion. The exact
number of these remaining shares to be issued and then offered
pursuant to this prospectus is contingent on many factors,
including (i)&nbsp;our stock price, and (ii)&nbsp;whether and
when we or the holders of the Convertible Debentures elect to
convert such Convertible Debentures into our common stock. See
<I>&#147;The Offering&#148; and &#147;Selling
Stockholders&nbsp;&#151; Summary Of The Terms Of The Convertible
Debentures And Make-Whole Warrants.&#148;</I>
</FONT>


<P align="center"><FONT size="2">1
</FONT>

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<!-- link1 "RISK FACTORS" -->
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<P align="center">
<B><FONT size="2">RISK FACTORS</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">You should carefully consider the risks
described below in addition to the other information contained
in this prospectus that apply to an investment in our common
stock. We may encounter risks in addition to those described
below. Additional risks not currently known to us or that we
currently deem immaterial may also impair our business
operations and your investment in our common stock.</FONT></I>

<P align="left">
<B><FONT size="2">Risks Associated with Our Industry</FONT></B>

<P align="left">
<B><I><FONT size="2">Our industry is highly competitive and we
may not have the resources to compete effectively.</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The retail sale of automotive parts and
accessories is highly competitive. Some of our competitors have
more financial resources, are more geographically diverse or
have better name recognition than us, which might place us at a
competitive disadvantage to those competitors. Because we seek
to offer competitive prices, if our competitors reduce their
prices we may be forced to reduce our prices, which could cause
a material decline in our revenues and earnings and hinder our
ability to service our debt.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We compete primarily with the following:
</FONT>
<P>

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    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">national and regional retail automotive parts
    chains;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">wholesalers or jobber stores (some of which are
    associated with national parts distributors or associations);
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">automobile dealers that supply manufacturer
    parts; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">mass merchandisers that carry automotive
    replacement parts and accessories.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<B><I><FONT size="2">A decrease in vehicle miles driven may
negatively affect our revenues.</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The need to purchase or replace auto parts is
affected by the number of vehicle miles driven. A substantial
decrease in the number of vehicle miles driven could have a
negative impact on our revenues. Factors, in addition to
weather, that may cause the number of vehicle miles to decrease
include:
</FONT>
<P>

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<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">increases in gas prices;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">changes in the economy; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">changes in travel patterns.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<B><FONT size="2">Risks Relating to Our Business
Operations</FONT></B>

<P align="left">
<B><I><FONT size="2">A decrease in the ability and willingness
of our suppliers to supply products to us on favorable terms
would have a negative impact on our results of
operations.</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our business depends on developing and
maintaining productive relationships with our vendors and upon
their ability or willingness to sell products to us on favorable
price and other terms. Many factors outside our control may harm
these relationships and the ability or willingness of these
vendors to sell these products on such terms. For example,
financial difficulties that some of our vendors may face may
increase the cost of the products we purchase from them. In
addition, our failure to pay promptly, or order sufficient
quantities of inventory from our vendors, such as has occurred
during fiscal 2001, may increase the cost of products we
purchase from vendors or may lead to vendors refusing to sell
products to us at all. Finally, the trend towards consolidation
among automotive parts suppliers may disrupt our relationship
with some vendors. A disruption of these vendor relationships,
including any failure to obtain vendor discounts and allowances,
or a disruption in our vendors&#146; operations could have a
material adverse effect on our business and results of
operations.
</FONT>

<P align="left">
<B><I><FONT size="2">We may not be profitable or achieve
continued growth.</FONT></I></B>


<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We incurred net losses during two of our last
five fiscal years ending fiscal year 2001. We can offer no
assurance that we will be profitable or achieve improvements in
operating profit in the future.
</FONT>


<P align="center"><FONT size="2">2
</FONT>

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<P align="left">
<B><I><FONT size="2">Our Profitability Enhancement Program may
not achieve the benefits we expect.</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We have taken a number of steps designed to
improve our operations and financial results. In the second
quarter of fiscal 2001, we announced the implementation of a
Profitability Enhancement Program and special charges of
$28.0&nbsp;million, net of tax, to our income. These changes to
our business operations are expected to produce cost savings in
the future. However, we cannot provide any assurance that any of
the changes made to our business operations will achieve the
benefits that we expect.
</FONT>


<P align="left">
<B><I><FONT size="2">Our operations are concentrated in the
western region of the United States, and therefore our business
is subject to fluctuations if adverse conditions occur in that
region.</FONT></I></B>


<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">All of our stores are located in the Western
United States. As a result of this geographic concentration, we
are subject to regional risks such as the economy, weather
conditions, power outages, the cost of electricity, earthquakes
and other natural disasters. In recent years, certain regions
where we operate have experienced economic recessions and
extreme weather conditions. Although temperature extremes tend
to enhance sales by causing a higher incidence of parts failure
and increasing sales of seasonal products, unusually severe
weather can reduce sales by causing deferral of elective
maintenance. Because our business is seasonal, inclement weather
occurring during traditionally peak selling months may harm our
business. No prediction can be made as to future economic or
weather conditions. Several of our competitors operate stores
across the U.S. and, therefore, may not be as sensitive to such
regional risks.
</FONT>

<P align="left">
<B><I><FONT size="2">We are controlled by our principal
stockholders and their interests may not always be identical to
those of our public stockholders.</FONT></I></B>


<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Members of the Investcorp Group and the Carmel
Trust, a trust governed by the laws of Canada, beneficially own
in the aggregate approximately 40.4% of the outstanding shares
of the common stock of CSK Auto Corporation and are parties to a
stockholders&#146; agreement. The interests of these principal
stockholders could conflict with your interests. Until such
time, if ever, that there is a significant decrease in the
percentage of outstanding shares held by such stockholders,
these stockholders will be able to significantly influence us
through their ability to vote as stockholders regarding, among
other things, election of directors and approval of significant
transactions. In addition, OppenheimerFunds, Inc. beneficially
owns approximately 16.9% of our outstanding stock but is not a
party to the stockholders&#146; agreement.
</FONT>


<P align="left">
<B><I><FONT size="2">We are subject to environmental laws and
the cost of compliance with these laws could negatively impact
the results of our operations.</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We are subject to various federal, state and
local laws and governmental regulations relating to the
operation of our business, including those governing the
handling, storage and disposal of hazardous substances, the
recycling of batteries and used lubricants, and the ownership
and operation of real property. As a result of investigations
undertaken in connection with certain of our store acquisitions,
we are aware that soil or groundwater may be contaminated at
some of our properties. There can be no assurance that any such
contamination will not have a material adverse effect on us. In
addition, as part of our operations, we handle hazardous
materials and our customers may also bring hazardous materials
onto our properties in connection with, for example, our oil
recycling program. There can be no assurance that compliance
with environmental laws and regulations will not have a material
adverse effect on us in the future.
</FONT>

<P align="left">
<B><I><FONT size="2">We may not be able to grow our number of
stores in a profitable manner.</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our store growth is based, in part, on expanding
selected stores, relocating existing stores and adding new
stores primarily in markets we currently serve. There can be no
assurance that our opening of new stores in markets we already
serve will not adversely affect existing store profitability.
There also can be no assurance that we will be able to manage
our growth effectively.
</FONT>

<P align="center"><FONT size="2">3
</FONT>

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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Our future growth and financial performance are,
therefore, dependent upon a number of factors, including our
ability to:
</FONT>
<P>

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<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">locate and obtain acceptable store sites;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">negotiate favorable lease terms;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">complete the construction of new and relocated
    stores in a timely manner;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">hire, train and retain competent managers and
    associates; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">integrate new stores into our systems and
    operations.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<B><FONT size="2">Risks Relating to Our Indebtedness</FONT></B>

<P align="left">
<B><I><FONT size="2">We are highly leveraged and have
substantial debt service obligations that could restrict our
ability to grow and operate successfully.</FONT></I></B>


<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We had an aggregate of approximately
$670.8&nbsp;million of outstanding indebtedness for borrowed
money as of February&nbsp;3, 2002. Our earnings for fiscal 2001
were insufficient to cover our fixed charges by
$22.9&nbsp;million. Our substantial debt could adversely affect
our financial health and prevent us from fulfilling our
obligations under our outstanding debt instruments.
</FONT>


<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The degree to which we are leveraged could have
important consequences to your investment in our common stock,
including the following risks:
</FONT>
<P>

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<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">our ability to obtain additional financing for
    working capital, capital expenditures, acquisitions or general
    corporate purposes may be impaired in the future;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">a substantial portion of our cash flow from
    operations must be dedicated to the payment of principal and
    interest on our indebtedness, thereby reducing the funds
    available for other purposes;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">our indebtedness under CSK Auto, Inc.&#146;s new
    senior credit facility carries variable rates of interest, and
    our interest expense could increase if interest rates in general
    increase;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">we are substantially more leveraged than some of
    our competitors, which might place us at a competitive
    disadvantage to those competitors that have lower debt service
    obligations and significantly greater operating and financial
    flexibility than we do;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">we may not be able to adjust rapidly to changing
    market conditions;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">we may be more vulnerable in the event of a
    downturn in general economic conditions or in our business; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">our failure to comply with the financial and
    other restrictive covenants governing our debt, which, among
    other things, require us to maintain certain financial ratios
    and limit our ability to incur additional debt and sell assets,
    could result in an event of default that, if not cured or
    waived, could have a material adverse effect on our business or
    our prospects.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<B><I><FONT size="2">Our holding company structure could limit
our ability to make debt payments.</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">CSK Auto Corporation is a holding company with no
operations of its own. We derive all of our operating income and
cash flow from our wholly-owned operating subsidiaries,
including our primary operating subsidiary, CSK Auto, Inc.
Therefore, if our subsidiaries are unable to pay dividends or
make distributions to us, we would be unable to repay our
existing indebtedness. Our subsidiaries&#146; ability to pay
dividends and distributions to us is limited by the terms of our
subsidiaries&#146; credit agreement and indentures.
</FONT>

<P align="center"><FONT size="2">4
</FONT>

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<P align="left">
<B><I><FONT size="2">We may not be able to generate the cash
necessary to service our indebtedness, which would require us to
refinance our indebtedness or default on our scheduled debt
payment, undermining our ability grow and operate
profitably.</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We will need a significant amount of cash to
service our debt. Our ability to generate cash depends on the
success of our financial and operating performance. Our
historical financial results have been, and our future financial
results are anticipated to be, subject to substantial
fluctuations. We cannot assure you that our business will
generate sufficient cash flow from operations, that currently
anticipated cost savings and operating improvements will be
realized on schedule or at all, or that future borrowings will
be available to us under CSK Auto, Inc.&#146;s new senior credit
facility or otherwise in an amount sufficient to enable us to
satisfy all of our obligations or to fund our other liquidity
needs. In addition, because our new senior credit facility has
variable interest rates, the cost of those borrowings will
increase if market interest rates increase.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If we are unable to meet our expenses and debt
obligations, we may need to refinance all or a portion of our
indebtedness before the scheduled maturity dates of such debt,
sell assets or raise equity. On such maturity dates we may need
to refinance our indebtedness if our operations do not generate
enough cash to pay such indebtedness in full and if we do not
raise additional capital. Our ability to refinance will depend
on the capital markets and our financial condition at such time.
We cannot assure you that we would be able to refinance any of
our indebtedness, sell assets or raise equity on commercially
reasonable terms or at all, which could cause us to default on
our obligations and impair our liquidity.
</FONT>

<P align="left">
<B><I><FONT size="2">Despite current indebtedness levels, we may
still be able to incur substantially more indebtedness, which
would intensify the risk discussed above.</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Despite our current and anticipated debt levels,
we may be able to incur substantial additional indebtedness in
the future. If new debt is added to our current debt levels, the
substantial risks described above would intensify. Our new
senior credit facility permits additional borrowings (subject to
a borrowing base formula), and any such borrowings would be
secured by substantially all of our assets. Although the terms
of the indentures governing our outstanding notes and the credit
agreement relating to the new senior credit facility contain
restrictions on the incurrence of additional indebtedness, these
restrictions are subject to a number of qualifications and
exceptions and, under certain circumstances, indebtedness
incurred in compliance with these restrictions could be
substantial.
</FONT>

<P align="left">
<B><I><FONT size="2">Restrictions imposed by CSK Auto,
Inc.&#146;s new senior credit facility, the indenture governing
CSK Auto, Inc.&#146;s 12% senior notes, the indenture governing
CSK Auto, Inc.&#146;s 11% senior subordinated notes and our
Convertible Debentures restrict or prohibit our ability to
engage in or enter into some operating and financing
arrangements, which could adversely affect our ability to take
advantage of potentially profitable business
opportunities.</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The operating and financial restrictions and
covenants in our debt instruments, including the credit
agreement relating to CSK Auto, Inc.&#146;s new senior credit
facility and the indentures governing our notes, impose
significant operating and financial restrictions on us and
require us to meet certain financial tests. Complying with these
covenants may cause us to take actions that are not favorable to
you as a holder of our common stock. These restrictions may also
have a negative impact on our business, results of operations
and financial condition by significantly limiting or prohibiting
us from engaging in certain transactions, including:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">incurring or guaranteeing additional indebtedness;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">making investments;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">creating liens on our assets;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">transferring or selling assets currently held by
    us;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">paying dividends;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">engaging in mergers, consolidations, or
    acquisitions; or
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">engaging in other business activities.
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">5
</FONT>

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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">These restrictions could place us at a
disadvantage relative to competitors not subject to such
limitations.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In addition, a breach of the covenants, ratios,
or restrictions contained in our new senior credit facility
could result in an event of default thereunder. Upon the
occurrence of such an event of default, the lenders under our
new senior credit facility could elect to declare all amounts
outstanding under the new senior credit facility, together with
accrued interest, to be immediately due and payable. If we were
unable to repay those amounts, the lenders could proceed against
the collateral granted to them to secure the indebtedness. If
the lenders under the new senior credit facility accelerate the
payment of the indebtedness, we cannot assure you that our
assets would be sufficient to repay in full that indebtedness,
which is secured by substantially all of our assets, and our
other indebtedness.
</FONT>

<P align="left">
<B><I><FONT size="2">The issuance of our common stock to certain
investors upon the conversion of, and in-lieu-of-cash interest
payments on, the Convertible Debentures issued on
December&nbsp;21, 2001 to such investors, and upon such
investors&#146; exercise of certain related warrants, may result
in substantial dilution to the interest of other holders of our
common stock.</FONT></I></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The issuance of our common stock to certain
investors upon the conversion of, and in-lieu-of-cash interest
payments on, the Convertible Debentures we issued on
December&nbsp;21, 2001 to such investors, and upon such
investors&#146; exercise of certain related warrants
(collectively, the &#147;Conversion Stock&#148;) may result in
substantial dilution to the interest of other holders of our
common stock. To the extent a significant number of shares of
Conversion Stock are sold into the market, the price of our
common stock could decrease. In that case, we could be required
to issue an increasingly greater number of shares of common
stock upon later conversions of the Convertible Debentures, upon
payment of interest in common stock or upon exercise of the
related warrants. The sales of these additional shares could
further depress the price of the common stock. If the sale of a
significant number of shares of Conversion Stock results in a
decline in the price of the common stock, this event could
encourage short sales by the investors or others. Short sales
could place further downward pressure on the price of our common
stock.
</FONT>

<P align="center"><FONT size="2">6
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<!-- link1 "THE OFFERING" -->
<DIV align="left"><A NAME="002"></A></DIV>

<P align="center">
<B><FONT size="2">THE OFFERING</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We are registering an aggregate of 12,857,169
shares of our common stock that may be offered for sale or
otherwise transferred from time to time by three of our
stockholders. Of the 12,857,169 shares offered by this
prospectus, approximately 4.52&nbsp;million are presently issued
and outstanding as a result of our election on December&nbsp;21,
2001 to convert our $30,000,000 7% note held by Oppenheimer
Capital Income Fund into our common stock. We are offering the
remaining approximately 8.33&nbsp;million shares as required
under a registration rights agreement we entered into in
connection with the issuance of our Convertible Debentures. Of
these 8.33&nbsp;million shares offered by this prospectus,
105,708 shares have already been issued as in-lieu of cash
interest payments on the Convertible Debentures and
approximately 5.75&nbsp;million shares would be issuable under
the terms of our Convertible Debentures if all $50,000,000 of
the Convertible Debentures were converted into our common stock
on the date of this prospectus. We will require the conversion
of Convertible Debentures within 30&nbsp;days following the
effectiveness of the Registration Statement of which this
prospectus is a part. The remaining approximately
2.47&nbsp;million shares could be issued in lieu of cash if we
so choose, as interest payments on the Convertible Debentures
prior to their conversion. The exact number of these remaining
shares to be issued and then offered pursuant to this prospectus
is contingent on many factors, including (i)&nbsp;our stock
price, and (ii)&nbsp;whether and when we or the holders of the
Convertible Debentures elect to convert such Convertible
Debentures into our common stock. See <I>&#147;The
Offering&#148; and &#147;Selling Stockholders&nbsp;&#151;
Summary Of The Terms Of The Convertible Debentures And
Make-Whole Warrants.&#148;</I>
</FONT>

<!-- link1 "USE OF PROCEEDS" -->
<DIV align="left"><A NAME="003"></A></DIV>

<P align="center">
<B><FONT size="2">USE OF PROCEEDS</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We will not receive any of the proceeds from the
sale of our common stock by the selling stockholders.
</FONT>

<!-- link1 "SELLING STOCKHOLDERS" -->
<DIV align="left"><A NAME="004"></A></DIV>

<P align="center">
<B><FONT size="2">SELLING STOCKHOLDERS</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The following table sets forth certain
information regarding the selling stockholders&#146; beneficial
ownership of our common stock as of April&nbsp;26, 2002 (except
as indicated below). This information in this table assumes the
immediate conversion into our common stock of all of the
Convertible Debentures we issued on December&nbsp;21, 2001. See
<I>&#147;Relationship Between CSK and the Selling
Stockholders.&#148;</I>
</FONT>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="28%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="6%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11"></TD>
    <TD></TD>
    <TD colspan="3"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><B><FONT size="1">Shares Registered in This Offering</FONT></B></TD>
    <TD></TD>
    <TD colspan="3"></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="11" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Number of</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="7"></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares Held</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Number of</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Outstanding or</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Additional Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Total Shares</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">After Sale of</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Shares Held</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Issuable on the</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Issuable Under</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Registered in</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">All Shares</FONT></B></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Prior To</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Date of This</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Specified</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">This</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Registered in</FONT></B></TD>
</TR>

<TR>
    <TD align="center" nowrap><B><FONT size="1">Name</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">This Offering</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Prospectus(1)</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Circumstances(2)</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">Offering</FONT></B></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><B><FONT size="1">This Offering</FONT></B></TD>
</TR>

<TR>
    <TD align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD colspan="3" align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Investcorp, S.A.(3)
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5,426,772</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">(3)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3,515,669</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">(3)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,483,701</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">(3)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,999,370</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">(3)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,911,103</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">SIPCO Limited(4)
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">5,426,772</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">(4)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3,515,669</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">(4)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,483,701</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">(4)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,999,370</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">(4)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,911,103</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Investcorp CSK Holdings L.P.(5)
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,080,709</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3,515,669</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,483,701</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">(6)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,999,370</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">565,040</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">(6)</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">LB I Group Inc.(7)
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,343,779</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">2,343,779</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">989,134</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">(6)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">3,332,913</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">0</FONT></TD>
    <TD align="left" valign="bottom" nowrap><FONT size="2">(6)</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Oppenheimer Capital Income Fund(8)
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">6,364,186</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,524,886</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">0</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">4,524,886</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">1,839,300</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<P align="left">
<HR size="1" width="18%" align="left" noshade>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="4%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">(1)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">&#147;Shares Outstanding or Issuable on the Date
    of This Prospectus&#148; reflects only the number of shares of
    our common stock held on the date of this prospectus plus shares
    issuable as of the date of this prospectus upon conversion of
    Convertible Debentures held by such stockholder. We will require
    the conversion of all of the Convertible Debentures within
    30&nbsp;days following the effectiveness of the Registration
    Statement of which this prospectus is a part.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">(2)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">The approximately 2.47&nbsp;million shares shown
    under &#147;Additional Shares Issuable Under Specified
    Circumstances&#148; reflect shares potentially issuable to
    Investcorp CSK Holdings L.P. and LB I Group Inc. if we so
    choose, as in-lieu-of-cash interest payments on the Convertible
    Debentures prior to their conversion. See <I>&#147;Relationship
    between CSK and the Selling Stockholders&#148; </I>and
    <I>&#147;Summary of the Terms</I>
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">7
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="4%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD align="left">
    <I><FONT size="2">of the Convertible Debentures and Make-Whole
    Warrants.&#148; </FONT></I><FONT size="2">As it is not currently
    possible to allocate these shares among the holders of the
    Convertible Debentures because the number of shares issuable, if
    any, will depend on future events including our stock price and
    the point at which we or the holders elect to convert their
    Convertible Debentures, the number of shares apportioned to each
    of them in this column is based on the principal amount of
    Convertible Debentures purchased by each of them. If and when
    these shares are issued, we will file a prospectus supplement
    updating the information in this table.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">(3)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Investcorp, S.A. does not directly own any
    Convertible Debentures or any shares of the Company&#146;s
    common stock. The number of shares of common stock shown as
    beneficially owned by Investcorp, S.A. includes (i)&nbsp;all the
    shares beneficially owned by Investcorp CSK Holdings L.P., a
    Cayman Islands limited partnership in which Investcorp, S.A.
    both owns a majority economic ownership interest and is the sole
    general partner, and by Investcorp Investment Equity Limited, a
    Cayman Islands corporation and a wholly-owned subsidiary of
    Investcorp, S.A., and (ii)&nbsp;shares beneficially owned by a
    number of entities in which Investcorp, S.A. does not owns any
    stock or have any ownership interest. Investcorp, S.A. may be
    deemed to share beneficial ownership of the shares of common
    stock held by the entities referred to in clause (ii)&nbsp;of
    the immediately preceding sentence because the entities or their
    stockholders or principals have entered into revocable
    management services or similar agreements with an affiliate of
    Investcorp, S.A. pursuant to which each of the entities or their
    stockholders or principals has granted such affiliate the
    authority to direct the voting and disposition of the common
    stock owned by the entity for so long as the management service
    or similar agreement is in effect. The shares shown for
    Investcorp, S.A. in the column titled &#147;Number of Shares
    Held Prior to this Offering&#148; include the
    4,080,709&nbsp;shares also shown as owned by Investcorp CSK
    Holdings L.P., and the shares shown for Investcorp, S.A. in each
    of the three columns under the heading &#147;Shares Registered
    in This Offering&#148; similarly reflect shares held by or which
    may be issued to Investcorp CSK Holdings L.P. as discussed in
    footnote 2 above.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">(4)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">SIPCO Limited may be deemed to control
    Investcorp, S.A. through its ownership of a majority of the
    stock of a company that indirectly owns a majority of
    Investcorp, S.A. The shares shown for SIPCO Limited in the
    column titled &#147;Number of Shares Held Prior to this
    Offering&#148; include the 4,080,709&nbsp;shares also shown as
    owned by Investcorp CSK Holdings L.P., and the shares shown for
    SIPCO Limited in each of the three columns under the heading
    &#147;Shares Registered in This Offering&#148; similarly reflect
    shares held by or which may be issued to Investcorp CSK Holdings
    L.P. as discussed in footnote&nbsp;2 above.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">(5)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Investcorp CSK Holdings L.P. and each of the
    other entities which owns shares of common stock which
    Investcorp, S.A. may be deemed to beneficially own as set forth
    in footnote 3 above and certain other of our stockholders are
    referred to collectively in a stockholders agreement as the
    &#147;Investcorp Group.&#148; Investcorp, S.A. and SIPCO Limited
    are not parties to the stockholders agreement. The Investcorp
    Group, as defined in the stockholders&#146; agreement, owns
    9,567,733&nbsp;shares, or 25.0% of our outstanding common stock.
    Other parties to the stockholders&#146; agreement referred to
    therein as the Carmel Group own an additional 5,901,824 shares,
    or 15.4% of our outstanding common stock. As the parties to the
    stockholders&#146; agreement have agreed to vote with respect to
    certain matters as set forth therein, each of them may be deemed
    to be a member of a control group. Because we believe that the
    presentation in the table above more accurately reflects
    ownership of our common stock for the purpose of this
    prospectus, this table does not reflect shares that may be
    deemed to be beneficially owned by the members of the group
    other than Investcorp CSK Holdings L.P. solely by virtue of the
    stockholders&#146; agreement.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">(6)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">We will require the conversion of all of the
    Convertible Debentures within 30&nbsp;days following the
    effectiveness of the Registration Statement of which this
    prospectus is a part. Although we do not foresee any reason that
    would prevent that conversion from occurring, if we were unable
    to convert the Convertible Debentures, in addition to the
    approximately 8.33&nbsp;million shares offered by this
    prospectus in connection with the issuance of the Convertible
    Debentures, we could be required under limited circumstances to
    issue additional shares to Investcorp CSK Holdings&nbsp;L.P. and
    LB I Group Inc. in connection with the conversion of the
    Convertible Debentures and the in-lieu-of-cash interest payments
    thereon. Any such additional shares that we may be required to
    issue are not included in the shares to which this prospectus is
    applicable, although we are obligated under a registration
    rights agreement to register any such additional shares in the
    event we are required to issue them. See <I>&#147;Relationship
    between</I>
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">8
</FONT>

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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="4%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD></TD>
    <TD align="left">
    <I><FONT size="2">CSK and the Selling Stockholders&#148; and
    &#147;Summary of the Terms of the Convertible Debentures and
    Make-Whole Warrants.&#148;</FONT></I></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">(7)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">LB I Group Inc. is a non broker-dealer affiliate
    of Lehman Brothers Inc., a broker-dealer registered under the
    Securities Exchange Act of 1934. In Section&nbsp;2(a) of the
    Securities Purchase Agreement included as exhibit&nbsp;99.2 of
    our Current Report on Form&nbsp;8-K filed with the Securities
    and Exchange Commission on December&nbsp;11, 2001, LB I Group
    Inc. represented to the Company that it was purchasing the
    Convertible Debentures &#147;for its own account for investment
    only and not with a view towards, or for resale in connection
    with, the public sale or distribution thereof, except pursuant
    to sales registered or exempted under the 1933 Act&#148;
    Following the signing of the Securities Purchase Agreement, but
    prior to the closing, LB I Group Inc. assigned all of its rights
    and obligations to Lehman Brothers Inc. and as part of that
    assignment, Lehman Brothers Inc. agreed to be bound by all
    applicable provisions of the Securities Purchase Agreement,
    including the Section&nbsp;2(a) representation. Lehman Brothers
    Inc. has informed the Company that it purchased in the ordinary
    course of business and that at the time of the purchase of the
    Convertible Debentures, Lehman Brothers Inc. had no agreements
    or understandings, directly or indirectly, with any person to
    distribute the securities, other than a commitment by the
    Company to register the underlying shares of its common stock in
    the same registration statements used for the other purchasers
    of the Convertible Debentures. Following the closing of the sale
    of the Convertible Debentures but prior to the effectiveness of
    this Registration Statement, Lehman Brothers Inc. re-assigned
    the Convertible Debentures, and all of its rights and
    obligations under the Securities Purchase Agreement, back to LB
    I Group Inc. LB I Group Inc. has informed the Company that it
    purchased the securities in the ordinary course of business and
    that it has no agreements or understandings, directly or
    indirectly, with any person to distribute the securities, other
    than a commitment by the Company to register the underlying
    shares of its common stock in the same registration statement
    used for the other purchasers of the Convertible Debentures.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">(8)&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Oppenheimer Capital Income Fund
    (&#147;OCIF&#148;) is a registered investment company managed by
    OppenheimerFunds, Inc. (&#147;OFI&#148;), an investment adviser.
    Of the shares of common stock shown as being held by OCIF, OCIF
    has sole voting power with respect to 6,364,186 shares, shared
    voting power with respect to none of such shares, sole
    dispositive power with respect to none of such shares and shared
    dispositive power with respect to 6,364,186 of such shares. OFI
    has shared dispositive power with respect to 6,364,186 of such
    shares, and also has shared dispositive power with respect to an
    additional 87,200 shares of our common stock. The information
    with respect to OCIF and OFI is as of December&nbsp;31, 2001,
    and was obtained from the Schedule&nbsp;13G filed on their
    behalf on February&nbsp;14, 2002.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<B><FONT size="2">Relationship Between CSK and the Selling
Stockholders</FONT></B>

<P align="left">
<B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Convertible
Debt Purchase Agreements</I></FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On August&nbsp;14, 2001, OCIF purchased from us
in a private placement a $30,000,000 7% note that was
convertible into shares of our common stock at a conversion
price of $6.63 per share. The note was converted into shares of
our common stock at our election on December&nbsp;21, 2001. In
connection with OCIF&#146;s purchase of the note, we agreed to
register OCIF&#146;s shares for resale and OCIF agreed to
limited &#147;lock-up&#148; restrictions on its ability to sell
the shares.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">On December&nbsp;21, 2001, we sold
$50&nbsp;million aggregate principal amount of 7% Convertible
Subordinated Debentures and Make-Whole Warrants in a private
placement. Investcorp CSK Holdings L.P. purchased
$30&nbsp;million of the Convertible Debentures, and Lehman
Brothers Inc. (as assignee of LBI&nbsp;Group Inc.) purchased
$20&nbsp;million of the Convertible Debentures. The Convertible
Debentures are convertible into and the Make-Whole Warrants are
exercisable into shares of our common stock.
</FONT>

<P align="left">
<B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Stockholders&#146;
Agreement</I></FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Investcorp CSK Holdings L.P. is a party to a
stockholders&#146; agreement that was entered into between CSK
and each of our stockholders at the time of our recapitalization
in October 1996 (the &#147;Agreeing Stockholders&#148;). This
agreement restricts the transfer of shares of our common stock
held by the Agreeing
</FONT>

<P align="center"><FONT size="2">9
</FONT>

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<DIV align="left">
<FONT size="2">Stockholders. The stockholders&#146; agreement
also entitles the Agreeing Stockholders to certain rights
regarding the transfer of their shares and corporate governance.
</FONT>
</DIV>

<P align="left">
<B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></B><I><FONT size="2">Transfer
Restrictions</FONT></I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">When any Agreeing Stockholder desires to sell its
shares, the stockholders&#146; agreement provides that we and
each of the other Agreeing Stockholders have, except as set
forth below, a &#147;right of first refusal&#148; on those
shares. We have a right of first refusal in the case of any
proposed sales or other transfers of shares by any Agreeing
Stockholder, and if we do not elect to purchase all such shares,
such right can be executed by the other Agreeing Stockholders.
The right of first refusal is a right to purchase such offered
shares on the same terms and conditions as the proposed
third-party sale, except in the case of transfers (1)&nbsp;to
affiliates and certain family members (&#147;Permitted
Transferees&#148;), (2)&nbsp;pursuant to a registered public
offering, or (3)&nbsp;pursuant to Rule&nbsp;144 under the
Securities Act. Any Agreeing Stockholder wishing to sell any of
its shares, whether or not it has received a third-party offer,
may offer to sell those shares to us and the other Agreeing
Stockholders on terms and conditions established by the selling
Agreeing Stockholder. In the event that we and/or the other
Agreeing Stockholders do not purchase the shares, the selling
Agreeing Stockholder may sell the shares to third parties on
terms and conditions specified in the stockholders&#146;
agreement.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The stockholders&#146; agreement also provides
the Original Investcorp Group and the Original Carmel Group
(each as defined below) with &#147;Drag-Along&#148; rights. If
members of the Original Investcorp Group or the Original Carmel
Group were to desire to sell all of their shares to an
unaffiliated third-party who has offered to acquire all of our
outstanding shares, then the selling Agreeing Stockholders would
have the right to require each of the other Agreeing
Stockholders to sell all of their shares in the same transaction
and upon the same terms and conditions; provided that the other
Agreeing Stockholders would have the right to purchase, and/or
have us purchase, from the selling Agreeing Stockholders all of
the shares held by the selling Agreeing Stockholders upon the
terms and conditions of the third party offer. For these
purposes, the &#147;Original Investcorp Group&#148; shall mean
the members of the Investcorp Group (as identified in the
stockholders&#146; agreement) and each of their Permitted
Transferees; the &#147;Original Carmel Group&#148; shall mean
Carmel (as defined in the stockholders&#146; agreement) and each
of its permitted transferees.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The stockholders&#146; agreement also provides
Agreeing Stockholders with &#147;Tag-Along Rights.&#148; If any
Agreeing Stockholder (the &#147;Proposed Transferor&#148;)
proposed to transfer any shares (other than to Permitted
Transferees, or pursuant to a registered public offering or
under Rule&nbsp;144) to any person (the &#147;Proposed
Purchaser&#148;), each of the other Agreeing Stockholders would
have the right to require the Proposed Purchaser to purchase a
pro rata portion of its shares, and the Proposed Transferor
would have to make a corresponding reduction in the number of
its shares to be purchased. Each Agreeing Stockholder also has
preemptive rights under certain circumstances to acquire a
portion of any additional shares we offer at any time, other
than in connection with a public offering and certain non-cash
issuances, in order to enable such Agreeing Stockholder to
maintain its percentage equity ownership.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The stockholders&#146; agreement also contains
&#147;Buy-Sell&#148; provisions. Members of the Investcorp Group
or the Carmel Group have the right to offer all of their shares
for sale to the other Agreeing Stockholders who are members of
the other group at a price established by the offering Agreeing
Stockholders. If we and/or the offeree Agreeing Stockholders do
not purchase the offered shares, the offering Agreeing
Stockholders must then purchase all of the shares held by the
members of the other group at the price first offered by the
offering Agreeing Stockholders.
</FONT>

<P align="left">
<B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></B><I><FONT size="2">Registration
Rights</FONT></I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Pursuant to the stockholders&#146; agreement, the
Agreeing Stockholders have demand registration rights
(&#147;Demand Rights&#148;) and piggy-back registration rights
(&#147;Piggy-back Rights&#148;). The Demand Rights entitle the
Agreeing Stockholders to require us to register all or any of
the unregistered shares held by the exercising Agreeing
Stockholders. The Investcorp Group as a whole may exercise
Demand Rights up to four times. The Carmel Group as a whole may
also exercise Demand Rights up to four times. The Piggy-back
Rights entitle the Agreeing Stockholders, at any time that we
propose to sell any equity securities in a transaction registered
</FONT>

<P align="center"><FONT size="2">10
</FONT>

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<DIV align="left">
<FONT size="2">under the Securities Act, to include a portion of
their unregistered stock in such offering. In connection with
the registered offering of our common stock in December 1998,
the Investcorp Group exercised one of its Demand Rights and the
Carmel Group agreed that the next registered offering of common
stock by both the Investcorp Group and the Carmel Group that is
made pursuant to an exercise of Demand Rights shall be deemed to
be pursuant to an exercise by the Carmel Group.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The stockholders&#146; agreement provides that
the Agreeing Stockholders will agree to restrictions on their
ability to sell or otherwise transfer their shares for
90&nbsp;days following certain registered public offerings by us.
</FONT>

<P align="left">
<B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></B><I><FONT size="2">Second
Amendment</FONT></I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In connection with the agreements relating to the
issuance of the Convertible Debentures, the Agreeing
Stockholders amended the stockholders&#146; agreement to waive
certain notification, preemptive and registration rights
contained therein. In such amendment (the &#147;Second
Amendment&#148;), specific time deadlines for compliance with
the registration rights not waived were established and the
ability to obtain payments for non-compliance with those
deadlines, identical in amount to those provided to the
purchasers of the Convertible Debentures in the December&nbsp;7,
2001 Registration Rights Agreement by and among us, Investcorp
CSK Holdings L.P., and LB&nbsp;I Group Inc., were provided for
certain of the Agreeing Stockholders who are not affiliated with
Investcorp, S.A. or the Investcorp Group.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As of the date of filing of this prospectus, the
Company has not received any pending request from any Agreeing
Stockholder to register securities pursuant to the terms of the
Second Amendment.
</FONT>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<P align="left">
<I><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Third
Amendment</FONT></I>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Because the registration of the shares underlying
the Make-Whole Warrants (the &#147;Make-Whole Shares&#148;) was
not permitted to be included in this Registration Statement as
originally contemplated by the parties to the December&nbsp;7,
2001 Registration Rights Agreement between the Company,
LB&nbsp;I Group Inc. and Investorp CSK Holdings L.P., such
Registration Rights Agreement required an amendment to permit
the later registration of these Make-Whole Shares, as discussed
below in <I>&#147;Summary of the Terms of the Convertible
Debentures and Make-Whole Warrants: The Registration Rights
Agreement&#148;</I>. To provide the same protections for the
holders of the Make-Whole Shares with respect to such a
potential later registration, a contemporaneous amendment of the
stockholders&#146; agreement (the &#147;Third Amendment&#148;)
also was required.
</FONT>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In the Third Amendment, the Agreeing Stockholders
waived certain notification, preemptive and registration rights
contained therein with respect to any future registration of
Make-Whole Shares. Additionally, the Third Amendment provides
that the Company intends to file on or before June&nbsp;14, 2002
a registration statement including up to approximately 5.6
million shares of its Common Stock (plus any shares necessary to
cover an over-allotment option) in contemplation of a potential
public offering (the &#147;Potential Offering&#148;) for cash
that may take place within the next several months following the
effectiveness of this Registration Statement. The Third
Amendment also provides certain Agreeing Stockholders that are
not members of the Investorp Group with preferential rights to
participate (with respect to approximately 5.6 million
additional shares owned by such Agreeing Stockholders) in the
Potential Offering. The terms and timing of the Potential
Offering shall be determined by the Company&#146;s board of
directors, based upon provisions of the Third Amendment as well
as other factors, including the then current market conditions
and other circumstances.
</FONT>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<P align="left">
<B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></B><I><FONT size="2">Election
of Directors</FONT></I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The stockholders&#146; agreement provides that
the Investcorp Group will have the right to nominate a majority
of the members of the boards of directors of CSK Auto
Corporation and the respective subsidiaries thereof so long as
the Investcorp Group holds a greater number of shares of CSK
Auto Corporation than the Carmel Group, and the Carmel Group
will have the right to nominate a majority of the members of
such boards of directors during any period in which the Carmel
Group holds a greater number of shares. Five of our
13&nbsp;directors are employees of or consultants to companies
affiliated with members of the Investcorp Group.
</FONT>

<P align="center"><FONT size="2">11
</FONT>
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<P align="left">
<B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></B><I><FONT size="2">Termination</FONT></I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The stockholders&#146; agreement, other than the
registration rights provisions, will terminate after either the
Investcorp Group or the Carmel Group holds less than the lesser
of (1)&nbsp;five percent (5%) of the then current voting power,
or (2)&nbsp;ten percent (10%) of the voting power held by such
group at the time of our 1996 recapitalization.
</FONT>

<P align="left">
<B><FONT size="2">Summary of The Terms of The Convertible
Debentures and Make-Whole Warrants</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The terms of the Convertible Debentures and
Make-Whole Warrants are complex and only briefly summarized in
this prospectus. You may obtain additional information
concerning the terms of the Convertible Debentures and
Make-Whole Warrants in our Current Report on Form&nbsp;8-K filed
with the Securities and Exchange Commission on December&nbsp;11,
2001, which included as exhibit&nbsp;99.2 the Securities
Purchase Agreement and forms of the Convertible Debentures and
Make-Whole Warrants, and which is incorporated herein by
reference.
</FONT>

<P align="left">
<B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>The
Convertible Debentures</I></FONT></B>

<P align="left">
<B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></B><I><FONT size="2">Interest
Payments</FONT></I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Interest on the Convertible Debentures accrues at
a rate of 7%&nbsp;per annum, payable quarterly. We may elect to
pay interest either in cash or additional shares of our common
stock.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">If we elect to pay interest in shares of common
stock, the number of shares constituting any such payment will
be equal to the interest payment due divided by the average of
the closing sale price of the common stock for the five trading
days prior to the applicable interest payment date. If the terms
of the Convertible Debentures limit our ability to issue shares
of common stock in payment of interest as described below, and
we do not elect to pay interest in cash, then the interest
payment will be added to the outstanding principal amount of the
Convertible Debentures.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Interest must be paid in cash if any event
constituting an event of default specified in the Convertible
Debentures or an event that with the passage of time and without
being cured would constitute an event of default has occurred
and is continuing on the interest payment date or any date which
is within 10&nbsp;business days prior to an interest payment
date. Upon and during the continuance of an event of default,
interest on the Convertible Debentures and any overdue payments
increases to 12%, with further monthly increases up to 16%.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">CSK Auto Corporation is a holding company and
derives all of its operating income from its subsidiaries, which
are restricted, pursuant to the terms of other financing
obligations, from transferring funds to us to pay cash interest
on the Convertible Debentures except under certain circumstances.
</FONT>

<P align="left">
<B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></B><I><FONT size="2">Conversion</FONT></I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">LB&nbsp;I Group Inc. and Investcorp CSK Holdings
L.P. have the option to convert all or any portion of their
Convertible Debentures into our common stock at any time,
subject to certain limitations described in the Convertible
Debentures.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Subject to such limitations, provided (i)&nbsp;no
event of default has occurred and is continuing, and
(ii)&nbsp;there have not occurred certain specified changes in
management, we will require the conversion of all of the
outstanding Convertible Debentures into our common stock within
30&nbsp;days following the effectiveness of this prospectus.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Regardless of whether LB&nbsp;I Group Inc. and/or
Investcorp CSK Holdings L.P. elect to convert or we require
conversion, the number of shares of our common stock to be
issued upon conversion of the Convertible Debentures will be
determined by dividing the outstanding principal amount being
converted, plus accrued but unpaid interest for the immediately
preceding quarter if we require the conversion, by the
conversion price then in effect. The conversion price is
currently $8.69, subject to adjustments in the event that on the
earlier of (i)&nbsp;a change of control of the Company, and
(ii)&nbsp;November&nbsp;21, 2002, the average of the closing
sale prices of
</FONT>

<P align="center"><FONT size="2">12
</FONT>

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<DIV align="left">
<FONT size="2">the Company&#146;s common stock on the trading
days from December&nbsp;21, 2001 through November&nbsp;20, 2002
(or for the 10&nbsp;trading days immediately preceding the
announcement of the change of control, as the case may be) is
less than $8.69. In such event, the conversion price will be
reset to this average (but not less than $4.94), and the
adjustment to the conversion price will be reflected in one of
the following two ways: (i)&nbsp;if we had previously required
conversion of the Convertible Debentures, then pursuant to the
Make-Whole Warrants discussed below, we will issue additional
shares to the former convertible debenture holders shortly after
November&nbsp;21, 2002 or an earlier change of control of the
Company; or (ii)&nbsp;if the Convertible Debentures have not
been converted as of the date of adjustment to the conversion
price, the adjusted conversion price, which cannot be less than
$4.94, will be used to determine the number of shares we issue
when the Convertible Debentures are converted. Any shares
issuable following an adjustment of the conversion price based
on the average closing sales price of the Company&#146;s common
stock will be registered for resale in a future registration
statement.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In addition to the conversion price adjustments
described in the above paragraph, the conversion price may
change at the maturity of the Convertible Debentures (as
described below), and also may be subject to further adjustments
as provided in the terms of the agreements pursuant to which the
Convertible Debentures were issued.
</FONT>

<P align="left">
<B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></B><I><FONT size="2">Maturity</FONT></I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The maturity date of the Convertible Debentures
is December&nbsp;21, 2006. If any of the Convertible Debentures
remain outstanding on the maturity date, we may either redeem
the Convertible Debentures in cash at a redemption price equal
to 100% of the principal amount plus accrued interest or convert
such amount into our common stock based on a conversion price
equal to the average of the closing sale prices of our common
stock on each trading day during the 120 trading days preceding
December&nbsp;21, 2006. If we fail to redeem or convert the
Convertible Debentures at maturity in accordance with their
terms, we are required to pay monetary penalties and the
conversion price may be reduced.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As noted previously, the Company will require the
conversion of all of the outstanding Convertible Debentures into
our common stock within 30&nbsp;days following the effectiveness
of this registration statement. The actions described above
concerning the maturity of the Convertible Debentures will only
be relevant if the Company does not convert the Convertible
Debentures as planned.
</FONT>

<P align="left">
<B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>The
Make-Whole Warrants</I></FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Make-Whole Warrants were issued pursuant to
the December&nbsp;7, 2001 Securities Purchase Agreement
described above (see <I>Relationship Between CSK and the Selling
Stockholders&nbsp;&#151; Convertible Debt Purchase
Agreements</I>). The warrants are automatically exercisable into
shares of our common stock on the earlier of (i)&nbsp;a change
of control of the Company and (ii)&nbsp;November&nbsp;21, 2002,
only if the following two events have occurred:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">we have previously required the conversion of the
    Convertible Debentures; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the conversion price of the Convertible
    Debentures at the time of such required conversion is greater
    than the &#147;adjusted conversion price.&#148;
    </FONT></TD>
</TR>

</TABLE>

<P align="left">
<FONT size="2">The &#147;adjusted conversion price&#148; is an
amount equal to the greater of (i)&nbsp;the average of the
closing sale prices of our common stock on the trading days from
December&nbsp;21, 2001 through November&nbsp;20, 2002 and (ii)
$4.94, as adjusted in the case of a change of control and for
specified dilutive events.
</FONT>

<P align="center"><FONT size="2">13
</FONT>

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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The number of shares of our common stock issuable
upon exercise of the warrants is equal to the following amount,
subject to adjustment in accordance with the provisions of the
agreement pursuant to which the Convertible Debentures were
issued and less a number of shares so as to have a cashless
exercise of the warrants based on an exercise price of $0.01:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(1)&nbsp;the quotient determined by dividing:
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="6%"></TD>
    <TD width="94%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(A)&nbsp;the $50.0&nbsp;million principal amount
    of the Convertible Debentures initially issued, plus any
    interest payments added to the principal of the Convertible
    Debentures, by
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(B)&nbsp;the adjusted conversion price; minus
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(2)&nbsp;the number of shares of our common stock
    we have issued upon conversion of the Convertible Debentures
    prior to the date of exercise of the warrants.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The warrants provide for adjustments and specific
requirements for treatment of the warrants in the event of a
merger, sale of substantially all assets or similar transaction
involving the Company.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Any shares issued upon exercise of the Make-Whole
Warrants will be registered for resale in a future registration
statement.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Company accounts for the Make-Whole Warrants
as contingent beneficial conversion features in accordance with
EITF&nbsp;00-27 &#147;Application of Issue&nbsp;98-5 to Certain
Convertible Instruments.&#148; Once the contingency becomes
probable, the Company would record a liability and a charge to
interest expense for the additional shares to be issued and
adjust this amount, if necessary, each reporting period.
</FONT>

<P align="left">
<B><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>The
Registration Rights Agreement</I></FONT></B>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In connection with the issuance of the
Convertible Debentures and the Make-Whole Warrants, the Company
entered into a Registration Rights Agreement with Investcorp CSK
Holdings L.P. and LB I Group Inc. on December&nbsp;7, 2001, and
amended this agreement on May&nbsp;16, 2002. Pursuant to this
agreement, the Company agreed to file a registration statement
within 30&nbsp;days of the closing of the sale of the
Convertible Debentures and Make-Whole Warrants covering the
resale of approximately 8.33&nbsp;million shares of the
Company&#146;s common stock, which shares represented
(i)&nbsp;the shares issuable upon conversion of the Convertible
Debentures; and (ii)&nbsp;shares issuable in lieu of cash
interest payments on the Convertible Debentures prior to their
conversion. Also pursuant to this agreement, the Company agreed
to file a registration statement covering the resale of any
shares of the Company&#146;s common stock issued or issuable due
to the exercise of the Make-Whole Warrants or an adjustment of
the conversion price associated with the Convertible Debentures.
The Company further agreed, if such an additional registration
statement were necessary, to file that registration statement
within two business days of the earlier of (i)&nbsp;a change of
control of the Company, and (ii)&nbsp;November&nbsp;21, 2001.
The Company further agreed to use its best efforts to have any
registration statement required under the December&nbsp;7, 2001
Registration Rights Agreement (as amended) declared effective by
the SEC within 120&nbsp;days of its initial filing deadline (the
&#147;Effectiveness Deadline&#148;).
</FONT>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Also pursuant to the December&nbsp;7, 2001
Registration Rights Agreement (as amended), if any registration
statement required under that agreement is not declared
effective by the respective Effectiveness Deadline, or if the
sales of the shares registered for resale under any such
registration statement are not possible following its
effectiveness, the Company must pay penalties to the holders of
the Convertible Debentures.
</FONT>

<P align="center"><FONT size="2">14
</FONT>

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<!-- link1 "PLAN OF DISTRIBUTION" -->
<DIV align="left"><A NAME="005"></A></DIV>

<P align="center">
<B><FONT size="2">PLAN OF DISTRIBUTION</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We are registering these shares of our common
stock on behalf of the selling stockholders and will not receive
any proceeds from the offering. The common stock covered by this
prospectus may be offered and sold or distributed by the selling
stockholders, or by purchasers, transferees, donees, pledgees or
other successors in interest of the selling stockholders,
directly or through brokers, dealers, agents or underwriters who
may receive compensation in the form of discounts, commissions
or similar selling expenses paid by the selling stockholders or
by a purchaser of these shares on whose behalf such party may
act as agent. The compensation as to a particular broker,
dealer, agent or underwriter may be less than or in excess of
customary commissions. Sales and transfers of these shares may
be effected from time to time in one or more transactions, in
private or public transactions, on the New York Stock Exchange
or in the over-the-counter market, in negotiated transactions or
otherwise, at a fixed price or prices that may be changed, at
market prices prevailing at the time of sale, at prices related
to such prevailing market rates, at negotiated prices, without
consideration or by any other legally available means. Any or
all of these shares may be sold from time to time by means of:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">a block trade, in which a broker or dealer
    attempts to sell these shares as agent but may position and
    resell a portion of these shares as principal to facilitate the
    transaction;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">purchases by brokers, dealer or underwriters as
    principal and the subsequent sale by such purchasers for their
    accounts pursuant to this prospectus;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">ordinary brokerage transactions (which may
    include long or short sales) and transactions in which the
    broker solicits purchasers;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">&#147;at the market&#148; to or through market
    makers or into an existing market for our common stock;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">in other ways not involving market makers or
    established trading markets, including direct sales to
    purchasers or sales effected through agents;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">through transactions in options, swaps or other
    derivatives (whether exchange-listed or otherwise) including the
    writing (sale)&nbsp;of put or call options on these shares;
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">the pledging of shares as collateral to secure
    loans, credit or other financing arrangements and, upon any
    subsequent foreclosure, the disposition of shares by the lender
    thereunder; and
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">any combination of the foregoing, or any other
    legally available means.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">To the extent required with respect to a
particular offer or sale of these shares, a prospectus
supplement will be filed and will accompany this prospectus, to
disclose (i)&nbsp;the number of shares to be sold, (ii)&nbsp;the
purchase price, (iii)&nbsp;the name of any broker, dealer or
agent effecting the sale or transfer and the amount of any
applicable discounts, commissions or similar selling expenses,
(iv)&nbsp;the name of the selling stockholders,
(v)&nbsp;disclosure that such broker, dealer or agent did not
conduct any investigation to verify information set out or
incorporated by reference in this prospectus, and (vi)&nbsp;any
other relevant information.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The selling stockholders may transfer these
shares by means of gifts, donations and contributions. This
prospectus may be used by the recipients of such gifts,
donations and contributions to offer and sell the shares
received by them, directly or through brokers, dealers or agents
and in private or public transactions. If, however, sales
pursuant to this prospectus by any such recipient could exceed
500 shares, a prospectus supplement would be required to be
filed to identify the recipient as the selling stockholder and
disclose any other relevant information. Such prospectus
supplement would be required to be delivered, together with this
prospectus, to any purchaser of such shares.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In connection with distributions of these shares
or otherwise, the selling stockholders or successors in interest
may enter into hedging transactions with brokers, dealers or
other financial institutions that require the delivery by such
broker, dealer or other financial institution of the shares of
our common stock, in which such shares may be resold thereafter
pursuant to this prospectus. In connection with such
transactions, brokers, dealers or other financial institutions
may engage in short sales of our common stock in the course of
hedging the positions they assume with the selling stockholders.
To the extent permitted by applicable law, the selling
stockholders also may sell these shares short and redeliver the
shares to close out such short positions.
</FONT>

<P align="center"><FONT size="2">15
</FONT>

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<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The selling stockholders and any broker-dealers
who participate in the distribution of the shares may be deemed
to be &#147;underwriters&#148; under the Securities Act of 1933
and any discounts, commissions or similar selling expenses they
receive and any profit on the resale of the shares purchased by
them may be deemed to be underwriting commissions or discounts.
Neither we nor the selling stockholders can presently estimate
the amount of such compensation. We know of no existing
arrangement between the seller stockholders, any other
stockholder, broker, dealer, underwriter or agent relating to
the sale or distribution of the shares. The selling stockholders
may agree to indemnify any broker, dealer or agent that
participates in transactions involving the sale of these shares
against certain liabilities, including liabilities arising under
the Securities Act of 1933. The aggregate net proceeds to the
selling stockholders from the sale of these shares will be the
purchase price of the shares less any discounts, concessions or
commissions.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The selling stockholders are acting independently
of us in making decisions with respect to the timing, price,
manner and size of each sale. We have not engaged any broker,
dealer or agent in connection with the distribution of these
shares. There is no assurance, therefore, that the selling
stockholders will sell any or all of the shares. In connection
with the offer and sale of the shares, we have agreed to make
available to the selling stockholders copies of this prospectus
and any applicable prospectus supplement and have informed the
selling stockholders of the need to deliver copies of this
prospectus and any applicable prospectus supplement to
purchasers at or prior to the time of any sale of the shares
covered by this prospectus.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The shares covered by this prospectus may qualify
for sale pursuant to Section&nbsp;4(1) of the Securities Act of
1933 or Rule&nbsp;144 promulgated thereunder, and may be sold
pursuant to such provisions rather than pursuant to this
prospectus.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We have agreed to pay all of the expenses
incident to the registration of the shares, other than discounts
and selling concessions or commissions, if any. We have agreed
to indemnify the selling stockholders against certain
liabilities, including liabilities arising under the Securities
Act of 1933.
</FONT>

<!-- link1 "WHERE TO OBTAIN ADDITIONAL INFORMATION ABOUT CSK" -->
<DIV align="left"><A NAME="006"></A></DIV>

<P align="center">
<B><FONT size="2">WHERE TO OBTAIN ADDITIONAL INFORMATION ABOUT
CSK</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I><FONT size="2">This prospectus incorporates important
business and financial information about CSK that is not
included in this prospectus. CSK will provide, without charge, a
copy of any or all of the documents incorporated by reference in
this prospectus. Direct your request for copies to CSK&nbsp;Auto
Corporation&nbsp;&#151; Investor Relations,
645&nbsp;E.&nbsp;Missouri Avenue, Suite&nbsp;400, Phoenix,
Arizona 85012 (telephone (602)&nbsp;265-9200). To obtain timely
delivery, you must request the information no later than five
business days before the date that you must make your investment
decision.</FONT></I>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">CSK files annual, quarterly and special reports,
proxy statements and other information with the Securities and
Exchange Commission (&#147;SEC&#148;). You may read and copy any
such reports, statements or other information that CSK files, at
the SEC&#146;s Public Reference Room at 450&nbsp;Fifth Street,
N.W., in Washington, D.C. Please call the SEC at 1-800-SEC-0330
for further information on the Public Reference Room. CSK&#146;s
SEC filings are also available from the New York Stock Exchange,
from commercial document retrieval services and from the
Internet site maintained by the SEC at http://www.sec.gov.
Information about CSK is also available at CSK&#146;s Internet
site at http://www.cskauto.com.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The SEC allows CSK to &#147;incorporate by
reference&#148; the information it files with the SEC. This
means that CSK&#146;s SEC filings, containing important
disclosures, may be listed rather than repeated in full in this
prospectus. In addition, CSK&#146;s filings with the SEC after
the date of this prospectus and before the termination of this
offering will update the information in this prospectus and the
incorporated filings. These later filings also will be
considered to be included in this prospectus. The documents
listed below and any future filings made prior to the
termination of this offering with the SEC under
Section&nbsp;13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934, as amended, comprise the incorporated
documents:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">CSK&#146;s Annual Report on Form&nbsp;10-K/A for
    the year ended February&nbsp;3, 2002.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">CSK&#146;s Quarterly Reports on Form&nbsp;10-Q
    for the quarters ended May&nbsp;6, August&nbsp;5, and
    November&nbsp;4, 2001.
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">16
</FONT>

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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">CSK&#146;s Current Report on Form&nbsp;8-K dated
    June&nbsp;29, August&nbsp;23, December&nbsp;11, 2001,
    January&nbsp;18, 2002, and March&nbsp;5, 2002.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">&#149;&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">The description of CSK stock contained in the
    Registration Statement on Form&nbsp;8-A filed March&nbsp;5, 1998.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">For information about CSK, you should rely only
on the information contained in this prospectus or incorporated
by reference. CSK has not authorized anyone else to provide you
with different or additional information. The information in
this prospectus is accurate as of the date of the prospectus.
This information will be updated by means of supplemental or
revised prospectuses, and by the future filing of CSK&#146;s
reports with the SEC, described above.
</FONT>

<!-- link1 "DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS" -->
<DIV align="left"><A NAME="007"></A></DIV>

<P align="center">
<B><FONT size="2">DISCLOSURE REGARDING FORWARD-LOOKING
STATEMENTS</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">This prospectus includes forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements relate to
analyses and other information which are based on forecasts of
future results and estimates of amounts not yet determinable.
These statements also relate to our future prospects,
developments and business strategies. The statements contained
in this prospectus that are not statements of historical fact
may include forward-looking statements that involve a number of
risks and uncertainties.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We have used the words &#147;anticipate,&#148;
&#147;believe,&#148; &#147;could,&#148; &#147;estimate,&#148;
&#147;expect,&#148; &#147;intend,&#148; &#147;may,&#148;
&#147;plan,&#148; &#147;predict,&#148; &#147;project,&#148;
&#147;will&#148; and similar terms and phrases, including
references to assumptions, in this prospectus to identify
forward-looking statements. These forward-looking statements are
made based on our management&#146;s expectations and beliefs
concerning future events affecting us and are subject to
uncertainties and factors relating to our operations and
business environment, all of which are difficult to predict and
many of which are beyond our control, that could cause our
actual results to differ materially from those matters expressed
in or implied by these forward-looking statements. The factors
described under the heading &#147;Risk Factors&#148; are among
those that may cause actual results to differ materially from
the forward-looking statements. All of our forward-looking
statements should be considered in light of these factors. We
undertake no obligation to update our forward-looking statements
or risk factors to reflect new information, future events or
otherwise.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In addition, we have filed reports with the SEC
that include forward-looking statements relating to, among other
things, future prospects and estimated cost savings. Like the
forward-looking statements included in this prospectus, such
statements, which were based on estimates of amounts not yet
determinable, necessarily involve a number of risks and
uncertainties, all of which are difficult to predict and, in
many cases, are beyond our control.
</FONT>

<!-- link1 "LEGAL MATTERS" -->
<DIV align="left"><A NAME="008"></A></DIV>

<P align="center">
<B><FONT size="2">LEGAL MATTERS</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The legality of the shares of common stock being
registered hereunder will be passed upon by Gibson,
Dunn&nbsp;&#38; Crutcher LLP.
</FONT>

<!-- link1 "EXPERTS" -->
<DIV align="left"><A NAME="009"></A></DIV>

<P align="center">
<B><FONT size="2">EXPERTS</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The consolidated financial statements and
financial statement schedules incorporated in this prospectus by
reference to the Annual Report on Form&nbsp;10-K of CSK Auto
Corporation and its subsidiaries for the year ended
February&nbsp;3, 2002 have been so incorporated in reliance on
the reports of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in
auditing and accounting.
</FONT>

<P align="center"><FONT size="2">17
</FONT>

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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="center">
<B><FONT size="2">PART II</FONT></B>

<P align="center">
<B><FONT size="2">INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT</FONT></B>

<P align="left">
<B><FONT size="2">Item&nbsp;14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Other
Expenses of Issuance and Distribution.</I></FONT></B>

<CENTER>
<TABLE width="60%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="84%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="1%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="4%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Accounting Fees
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">15,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Legal Fees
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">20,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#EEEEEE">
    <TD colspan="2" align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">SEC Filing Fees
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">14,920</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="1" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">Total Expenses
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right" valign="bottom"><FONT size="2">$</FONT></TD>
    <TD align="right" valign="bottom" nowrap><FONT size="2">49,920</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD colspan="2"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left"><HR size="4" noshade></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>

</TR>

</TABLE>
</CENTER>

<P align="left">
<B><FONT size="2">Item&nbsp;15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Indemnification
of Directors and Officers.</I></FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Section&nbsp;145 of the Delaware General
Corporation Law (the &#147;DGCL&#148;) makes provisions for the
indemnification of officers and directors of corporations in
terms sufficiently broad to indemnify the officers and directors
of the Company under certain circumstances from liabilities
(including reimbursement of expenses incurred) arising under the
Securities Act of 1933, as amended (the &#147;Securities
Act&#148;).
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">As permitted by the DGCL, the Company&#146;s
Restated Certificate of Incorporation, as amended (the
&#147;Charter&#148;), provides that, to the fullest extent
permitted by the DGCL, no director shall be liable to the
Company or to its stockholders for monetary damages for breach
of his fiduciary duty as a director. Delaware law does not
permit the elimination of liability (i)&nbsp;for any breach of
the director&#146;s duty of loyalty to the Company or its
stockholders, (ii)&nbsp;for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation
of law, (iii)&nbsp;in respect of certain unlawful dividend
payments or stock redemptions or repurchases, or (iv)&nbsp;for
any transaction from which the director derives an improper
personal benefit. The effect of this provision in the Charter is
to eliminate the rights of the Company and its stockholders
(through stockholders&#146; derivative suits on behalf of the
Company) to recover monetary damages against a director for
breach of fiduciary duty as a director thereof (including
breaches resulting from negligent or grossly negligent behavior)
except in the situations described in clauses (i)-(iv),
inclusive, above. These provisions will not alter the liability
of directors under federal securities laws.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">In addition, the Charter provides that the
Company may indemnify any person 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 Company to procure judgment in its favor), whether
civil, criminal, administrative or investigative, by reason of
the fact that he or she is or was a director, officer, employee
or agent of the Company or is or was serving at the request of
the Company as a director, officer, employee or agent of any
other corporation or enterprise, from and against any and all
expenses (including attorney&#146;s fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
such person. The Charter also provides that the indemnification
provided in the Charter shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled and
that the Company may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of
the Company or any other corporation or enterprise against
expense liability or loss whether or not the Company would have
the power to indemnify such person against such expense,
liability or loss under the DGCL or under the Charter.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Company&#146;s By-Laws (the
&#147;Bylaws&#148;) provide that the Company may indemnify any
person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Company) by reason of the fact that he is or was a director,
officer, employee or agent of the Company or is or was serving
at the request of the Company as a director, officer, employee
or agent of any other corporation or enterprise, against
expenses (including attorneys&#146; fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by
such person in connection with such action, suit or proceeding
if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best
</FONT>

<P align="center"><FONT size="2">II-1
</FONT>

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<DIV align="left">
<FONT size="2">interests of the Company, and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe such person&#146;s conduct was unlawful.
</FONT>
</DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Bylaws also provide that the Company may
indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action
or suit by or in the right of the Company to procure judgment in
its favor by reason of the fact that such person acted in any of
the capacities set forth above, against expenses (including
attorneys&#146; fees) actually and reasonably incurred by such
person in connection with the defense or settlement of such
action or suit if such person acted under similar standards,
except that no indemnification may be made in respect of any
claim, issue or matter as to which such person shall have been
adjudged to be liable to the Company unless and only to the
extent that the Court of Chancery of the State of Delaware or
the court in which such action or suit was brought shall
determine that despite the adjudication of liability but in view
of all the circumstances of the case, such person is fairly and
reasonably entitled to be indemnified for such expenses which
the Court of Chancery of the State of Delaware or the court in
which such action was brought shall deem proper.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The Bylaws also provide that to the extent a
director or officer of the Company has been successful in the
defense of any action, suit or proceeding referred to in the
previous paragraphs or in the defense of any claim, issue, or
matter therein, he shall be indemnified against expenses
(including attorneys&#146; fees) actually and reasonably
incurred by him in connection therewith and that indemnification
provided for in the Bylaws shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">We have a directors and officers insurance policy
with a $50&nbsp;million coverage limit in the aggregate per year.
</FONT>

<P align="left">
<B><FONT size="2">Item&nbsp;16.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Exhibits.</I></FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The exhibits listed on the accompanying
Exhibit&nbsp;Index are filed or incorporated by reference as
part of this Registration Statement.
</FONT>

<P align="left">
<B><FONT size="2">Item&nbsp;17.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Undertakings.</I></FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The undersigned registrant hereby undertakes:
</FONT>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(1)&nbsp;To file, during any period in which
    offers or sales are being made, a post-effective amendment to
    this registration statement:
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="6%"></TD>
    <TD width="94%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(i)&nbsp;To include any prospectus required by
    Section&nbsp;10(a)(3) of the Securities Act of 1933.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(ii)&nbsp;to reflect in the prospectus any facts
    or events arising after the effective date of the registration
    statement (or the most recent post-effective amendment thereof)
    which, individually or in the aggregate, represent a fundamental
    change in the information set forth in the registration
    statement. Notwithstanding the foregoing, any increase or
    decrease in the volume of securities offered (if the total
    dollar value of securities offered would not exceed that which
    was registered) and any deviation from the low or high end of
    the estimated maximum offering range may be reflected in the
    form of prospectus filed with the Commission pursuant to
    Rule&nbsp;424(b) if, in the aggregate, the changes in volume and
    price represent no more than 20&nbsp;percent change in the
    maximum aggregate offering price set forth in the
    &#147;Calculation of Registration Fee&#148; table in the
    effective Registration Statement.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(iii)&nbsp;to include any material information
    with respect to the plan of distribution not previously
    disclosed in the registration statement or any material change
    to such information in the registration statement.
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <I><FONT size="2">provided, however</FONT></I><FONT size="2">,
    that paragraphs&nbsp;(a)(1)(i) and (a)(1)(ii) do not apply if
    the registration statement is on Form&nbsp;S-3, Form&nbsp;S-8 or
    Form&nbsp;F-3, and the information required to be included in a
    post-effective amendment by those paragraphs is contained in
    periodic reports filed with or furnished to the Commission by
    the registrant pursuant to Section&nbsp;13 or 15(d) of the
    Securities Exchange Act of 1934 that are incorporated by
    reference in the registration statement.
    </FONT></TD>
</TR>

</TABLE>

<P align="center"><FONT size="2">II-2
</FONT>

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<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;That, for the
    purpose of determining any liability under the Securities Act of
    1933, each such post-effective amendment shall be deemed to be a
    new registration statement relating to the securities offered
    therein, and the offering of such securities at that time shall
    be deemed to be the initial bona fide offering thereof.
    </FONT></TD>
</TR>

<TR>
    <TD>&nbsp;</TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <FONT size="2">(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To remove from
    registration by means of a post-effective amendment any of the
    securities being registered which remain unsold at the
    termination of the offering.
    </FONT></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The undersigned registrant hereby undertakes
that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant&#146;s
annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan&#146;s annual report pursuant
to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this registration statement shall
be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
</FONT>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
</FONT>

<P align="center"><FONT size="2">II-3
</FONT>

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<P align="center">
<B><FONT size="2">SIGNATURES</FONT></B>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form&nbsp;S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Phoenix, State of
Arizona, on May&nbsp;17, 2002.
</FONT>

<DIV align="left"><FONT size="1">

</FONT></DIV>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="38%"></TD>
    <TD width="62%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="left">
    <FONT size="2">CSK AUTO CORPORATION
    </FONT></TD>
</TR>

</TABLE>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="38%"></TD>
    <TD width="2%"></TD>
    <TD width="60%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD><FONT size="2">By:&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">/s/ DON W. WATSON
    </FONT></TD>
</TR>

</TABLE>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="38%"></TD>
    <TD width="62%"></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="right">
    <HR size="1" align="right" noshade></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="center">
    <FONT size="2">Don W. Watson
    </FONT></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="center">
    <I><FONT size="2">Senior Vice President, Chief Financial
    Officer</FONT></I></TD>
</TR>

<TR valign="top">
    <TD>&nbsp;</TD>
    <TD align="center">
    <I><FONT size="2">and Chief Accounting Officer</FONT></I></TD>
</TR>

</TABLE>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been
signed below by the following persons in the capacities and on
the dates indicated.
</FONT>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="48%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="34%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="12%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="center" nowrap><B><FONT size="1">Name</FONT></B></TD>
    <TD></TD>
    <TD align="center" nowrap><B><FONT size="1">Title</FONT></B></TD>
    <TD></TD>
    <TD align="center" nowrap><B><FONT size="1">Date</FONT></B></TD>
</TR>

<TR>
    <TD align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
    <TD></TD>
</TR>

<TR>
    <TD colspan="5"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="center" valign="top">
    <FONT size="2">/s/ MAYNARD JENKINS<BR>
    <HR size="1" noshade>Maynard Jenkins
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">Chairman of the Board, Chief Executive Officer
    and Director (Principal Executive Officer)
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">May&nbsp;17, 2002
    </FONT></TD>
</TR>

<TR>
    <TD align="center" valign="top">
    <FONT size="2">/s/ DON W. WATSON<BR>
    <HR size="1" noshade>Don W. Watson
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">Chief Financial Officer (Principal Financial
    Officer) (Principal Accounting Officer)
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">May&nbsp;17, 2002
    </FONT></TD>
</TR>

<TR>
    <TD colspan="5"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="center" valign="top">
    <FONT size="2">/s/ JAMES G. BAZLEN*<BR>
    <HR size="1" noshade>James G. Bazlen
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">Director
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">May&nbsp;17, 2002
    </FONT></TD>
</TR>

<TR>
    <TD colspan="5"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="center" valign="top">
    <FONT size="2">/s/ JAMES EGAN*<BR>
    <HR size="1" noshade>James Egan
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">Director
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">May&nbsp;17, 2002
    </FONT></TD>
</TR>

<TR>
    <TD colspan="5"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="center" valign="top">
    <FONT size="2">/s/ MORTON GODLAS*<BR>
    <HR size="1" noshade>Morton Godlas
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">Director
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">May&nbsp;17, 2002
    </FONT></TD>
</TR>

<TR>
    <TD colspan="5"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="center" valign="top">
    <BR>
    <HR size="1" noshade><FONT size="2">Terilyn Henderson
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">Director
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">May&nbsp;17, 2002
    </FONT></TD>
</TR>

<TR>
    <TD colspan="5"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="center" valign="top">
    <FONT size="2">/s/ CHARLES K. MARQUIS*<BR>
    <HR size="1" noshade>Charles K. Marquis
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">Director
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">May&nbsp;17, 2002
    </FONT></TD>
</TR>

<TR>
    <TD colspan="5"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="center" valign="top">
    <FONT size="2">/s/ SIMON MOORE*<BR>
    <HR size="1" noshade>Simon Moore
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">Director
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">May&nbsp;17, 2002
    </FONT></TD>
</TR>

<TR>
    <TD colspan="5"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="center" valign="top">
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT size="2">/s/ FREDERICK
    JOHNSON ROWAN II*<BR>
     <HR size="1" noshade> Frederick Johnson Rowan II
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">Director
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">May&nbsp;17, 2002
    </FONT></TD>
</TR>

<TR>
    <TD colspan="5"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="center" valign="top">
    <FONT size="2">/s/ ROBERT SMITH*<BR>
    <HR size="1" noshade>Robert Smith
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">Director
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">May&nbsp;17, 2002
    </FONT></TD>
</TR>

</TABLE>
</CENTER>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<P align="center"><FONT size="2">II-4
</FONT>

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<DIV align="left"><FONT size="1">

</FONT></DIV>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="48%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="34%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="12%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="center" nowrap><B><FONT size="1">Name</FONT></B></TD>
    <TD></TD>
    <TD align="center" nowrap><B><FONT size="1">Title</FONT></B></TD>
    <TD></TD>
    <TD align="center" nowrap><B><FONT size="1">Date</FONT></B></TD>
</TR>

<TR>
    <TD align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD align="center" nowrap><HR size="1" noshade></TD>
    <TD></TD>
    <TD align="center" nowrap><HR size="1" noshade></TD>
</TR>

<TR>
    <TD colspan="5"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="center" valign="top">
    <FONT size="2">/s/ CHRISTOPHER J. STADLER*<BR>
    <HR size="1" noshade>Christopher J. Stadler
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">Director
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">May&nbsp;17, 2002
    </FONT></TD>
</TR>

<TR>
    <TD colspan="5"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="center" valign="top">
    <FONT size="2">/s/ JULES TRUMP*<BR>
    <HR size="1" noshade>Jules Trump
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">Director
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">May&nbsp;17, 2002
    </FONT></TD>
</TR>

<TR>
    <TD colspan="5"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="center" valign="top">
    <FONT size="2">/s/ EDDIE TRUMP*<BR>
    <HR size="1" noshade>Eddie Trump
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">Director
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">May&nbsp;17, 2002
    </FONT></TD>
</TR>

<TR>
    <TD colspan="5"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="center" valign="top">
    <FONT size="2">/s/ SAVIO W. TUNG*<BR>
    <HR size="1" noshade>Savio W. Tung
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top">
    <FONT size="2">Director
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">May&nbsp;17, 2002
    </FONT></TD>
</TR>

<TR>
    <TD colspan="5"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="center" valign="top">
    <FONT size="2">*By:&nbsp;/s/ DON W. WATSON<BR>
    <HR size="1" noshade>Don W. Watson<BR>
    as attorney-in-fact
    </FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

</TABLE>
</CENTER>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<P align="center"><FONT size="2">II-5
</FONT>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="center">
<B><FONT size="2">EXHIBIT INDEX</FONT></B>

<P align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT size="2">The following is a list of Exhibits included as
part of this Registration Statement.
</FONT>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<CENTER>
<TABLE width="100%" align="center" cellspacing="0" cellpadding="0" border="0">

<TR>
    <TD width="14%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
    <TD width="83%"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">&nbsp;4.03
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Form of Common Stock certificate, incorporated
    herein by reference to our Registration Statement on
    Form&nbsp;8-A filed March&nbsp;5, 1998.
    </FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">&nbsp;4.04
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Securities Purchase Agreement dated as of
    December&nbsp;7, 2001 by and among CSK Auto Corporation,
    LB&nbsp;I Group Inc. and Investcorp CSK Holdings L.P., including
    form of 7% Convertible Subordinated Debenture and form of
    Make-Whole Warrant, incorporated herein by reference to
    Exhibit&nbsp;99.2 of our Current Report on Form&nbsp;8-K, filed
    December&nbsp;11, 2001.
    </FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">&nbsp;4.04.01**
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Amendment No.&nbsp;1 to Securities Purchase
    Agreement dated as of May&nbsp;16, 2002 by and between CSK Auto
    Corporation, LB&nbsp;I Group Inc. and Investcorp CSK Holdings
    L.P.
    </FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">&nbsp;4.05
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Registration Rights Agreement dated as of
    December&nbsp;7, 2001 by and among CSK Auto Corporation,
    LB&nbsp;I Group Inc. and Investcorp CSK Holdings L.P.,
    incorporated by reference to Exhibit 99.3 of our Current Report
    on Form 8-K.
    </FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">&nbsp;4.05.01**
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Amended and Restated Registration Rights
    Agreement, dated May&nbsp;16, 2002, by and between CSK Auto
    Corporation, LB&nbsp;I Group Inc. and Investcorp CSK Holdings
    L.P.
    </FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">&nbsp;5.1*
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Opinion of Gibson, Dunn &#38; Crutcher LLP, as to
    the legality of the securities being registered.
    </FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">23.1**
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Consent of PricewaterhouseCoopers&nbsp;LLP.
    </FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">23.2*
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Consent of Gibson, Dunn &#38; Crutcher LLP
    (included in the opinion filed as Exhibit&nbsp;5.1 to this
    Registration Statement)
    </FONT></TD>
</TR>

<TR>
    <TD align="left" valign="top">
    <DIV style="margin-left:10px; text-indent:-10px">
    <FONT size="2">24.1*
    </FONT></DIV>
    </TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top">
    <FONT size="2">Powers of Attorney (included on signature page).
    </FONT></TD>
</TR>

</TABLE>
</CENTER>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<P align="left">
<HR size="1" width="18%" align="left" noshade>
<P>

<DIV align="left"><FONT size="1">

</FONT></DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="4%"></TD>
    <TD width="96%"></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">&nbsp; *&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Items marked with an asterisk have been
    previously filed.
    </FONT></TD>
</TR>

</TABLE>

<DIV align="left"><FONT size="1">

</FONT></DIV>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">

<TR>
    <TD width="3%"></TD>
    <TD width="97%"></TD>
</TR>

<TR valign="top">
    <TD><FONT size="2">**&nbsp;</FONT></TD>
    <TD align="left">
    <FONT size="2">Items marked with a double asterisk are filed
    herewith.
    </FONT></TD>
</TR>

</TABLE>
</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.4.1
<SEQUENCE>3
<FILENAME>p66056a4ex4-4_1.txt
<DESCRIPTION>EX-4.04.01
<TEXT>
<PAGE>

                                                                 EXHIBIT 4.04.01


                AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT



                  This Amendment No. 1 to SECURITIES PURCHASE AGREEMENT (the
"Amendment"), dated as of May 16, 2002, amends the Security Purchase Agreement
dated as of December 7, 2001 (the "Agreement"), by and among CSK Auto
Corporation, a Delaware corporation, with headquarters located at 645 E.
Missouri Avenue, Suite 400, Phoenix, Arizona 85012 (the "Company"), LB I Group
Inc. ("LB I") and Investcorp CSK Holdings LP ("Investcorp CSK" and with LB I,
each a "Buyer" and collectively, the "Buyers").

                                    WHEREAS:


                  A. Pursuant to the Agreement, the Company sold to Investcorp
CSK and Lehman Brothers Inc. (as assignee of LB I) on December 21, 2001 (the
"Closing Date'") (i) $50 million principal amount of its 7% Convertible
Subordinated Debentures (the "Debentures"), which are convertible into shares of
the Company's common stock, par value $0.01 per share (the "Common Stock") (as
converted, the "Conversion Shares"), and (ii) associated warrants (the
"Make-Whole Warrants") to purchase shares of Common Stock (as exercised, the
"Warrant Shares"). As of the date hereof, Lehman Brothers Inc. re-assigned back
to LB I all of Lehman Brothers Inc.'s rights and obligations under the
Agreement, the Amended Registration Rights Agreement (as defined below) and
related documents, and all of its interests in the Debentures and Make-Whole
Warrants.

                  B. Contemporaneously with the execution and delivery of the
Agreement, the Company and the Buyers executed a Registration Rights Agreement
(the "Registration Rights Agreement"), pursuant to which the Company agreed (i)
to file a registration statement (herein referred to as the "Primary
Registration Statement") within 30 days of the Closing Date, registering for
resale at least 12.7 million shares of Common Stock, which shares included the
Conversion Shares, shares payable in lieu of cash interest payments on the
Debentures, and the Warrant Shares, and (ii) to use its best efforts to have the
Primary Registration Statement be declared effective by the U.S. Securities and
Exchange Commission (the "SEC") within 120 days of its filing.

                  C. Pursuant to comments by the SEC concerning the Primary
Registration Statement, the issuance of the Warrant Shares is deemed by the SEC
to be subject to certain conditions precedent and thus cannot be registered for
resale in the Primary Registration Statement, and the Company and the Buyers
have therefore entered into an Amended and Restated Registration Rights
Agreement, dated as of the date hereof (the "Amended Registration Rights
Agreement"). The Amended Registration Rights Agreement excludes the Warrant
Shares from the Primary Registration Statement and requires the Company to file
an additional Registration Statement (as defined in the Amended Registration
Rights Agreement) within two Business Days of the Make-Whole Date (as defined in
the Debentures), registering for resale any
<PAGE>
Make-Whole Securities (as defined in the Amended Registration Rights Agreement)
issued or issuable on the Make-Whole Date.

                  D. The Company and the Buyers wish to amend and update the
Agreement to ensure that it is consistent with the terms of the Amended
Registration Rights Agreement;

                  NOW THEREFORE, in consideration of the mutual promises,
covenants and conditions hereinafter set forth, the parties hereto agree as
follows:

         1. Definitions. All capitalized terms used and not defined herein shall
            have the meanings ascribed to such terms in the Agreement.

         2. Amendment.

                  A. All references in the Agreement to the Registration Rights
         Agreement shall be read to refer to the Amended Registration Rights
         Agreement.

                  B. Section 4(s) of the Agreement shall be deleted and replaced
         with the following language:

                           (s) Registration Rights.

                           (i) Until a "Registration Statement" (as defined in
         the Amended Registration Rights Agreement) covering the Registrable
         Securities is declared effective by the SEC, the Company will not grant
         registration rights with respect to the Common Stock to any stockholder
         which are preferential to the rights of the Buyers under the Amended
         Registration Rights Agreement with respect to the registration of the
         Registrable Securities; and

                           (ii) If the Company is required under the Amended
         Registration Rights Agreement to file a Registration Statement
         registering for resale any Make-Whole Securities (as defined in the
         Amended Registration Rights Agreement), between the Make-Whole Date (as
         defined in the Debenture) and the time such Registration Statement
         covering the Make-Whole Securities is declared effective by the SEC,
         the Company will not grant registration rights with respect to the
         Common Stock to any stockholder which are preferential to the rights of
         the Buyers under the Amended Registration Rights Agreement with respect
         to the Make-Whole Securities;


         3. Company Representations and Warranties. The Company represents and
         warrants to each of the Buyers that:

                  A. The Company has received all consents and waivers necessary
        to give effect to the rights of the Buyers contained in the Amended
        Registration Rights Agreement.


                                       2
<PAGE>
                  B. As of the date hereof, the Company meets the requirements
         for use of Form S-3 for registration of the resale of Registrable
         Securities (as defined in the Amended Registration Rights Agreement) or
         Make-Whole Securities, as the case may be.

                  C. Each affiliate of Investcorp S.A. that is a stockholder of
         the Company ("Investcorp"), and The Carmel Trust and each of its
         affiliates that are stockholders of the Company ("Carmel"), have waived
         in writing any piggyback registration rights they may have with respect
         to any Company securities they hold in connection with the registration
         of Registrable Securities or Make-Whole Securities pursuant to the
         Amended Registration Rights Agreement, as the case may be.
         Additionally, each of Investcorp and Carmel has agreed to waive the
         Company's requirement to file a registration statement in response to
         any exercise of registration rights by either Investcorp or Carmel (i)
         until the registration of the Registrable Securities issuable to LB I
         has been declared effective by the SEC; and (ii) in the event the
         Company is required to file a Registration Statement registering for
         resale any Make-Whole Securities, from the Make-Whole Date until any
         such Registration Statement has been declared effective by the SEC
         (collectively, the "Registration Rights Waivers").

                  D. The Company has secured the listing of the Registrable
         Securities and the Make-Whole Securities upon each national securities
         exchange and automated quotation system, if any, upon which shares of
         Common Stock are listed (subject to official notice of issuance).

         4. Covenants.

                  A.       The Company covenants to each Buyer that true and
                           complete copies of the Registration Rights Waivers
                           (collectively, the "Amended Registration Rights
                           Waiver Agreements") have been provided to each Buyer.
                           Without the prior written consent of LB I, the
                           Company shall not modify, amend, terminate or waive
                           any of its rights under the Amended Registration
                           Rights Waiver Agreements.

                  B.       The Company covenants to each Buyer that it shall
                           maintain, so long as any other shares of Common Stock
                           shall be so listed, the listing of all Registrable
                           Securities and Make-Whole Securities from time to
                           time issuable under the terms of the Transaction
                           Documents upon each national securities exchange and
                           automated quotation system, if any, upon which shares
                           of Common Stock are listed.

         5. Miscellaneous.

                  A.       Effect of Amendment. Except as specifically provided
                           herein, the Agreement is in all respects ratified and
                           confirmed. All of the terms, conditions and
                           provisions of the Agreement as hereby amended shall
                           be and remain in full force and effect.

                  B.       Entire Agreement. This Amendment, together with the
                           unaltered portions of the Agreement, embodies the
                           entire agreement and understanding of the


                                       3
<PAGE>
                           parties hereto and supersedes all prior agreements
                           and understandings relating to the subject matter
                           hereof.

                  C.       Duplicate Originals. This Amendment may be executed
                           in as many counterparts as may be necessary or
                           convenient, and each of which, when so executed,
                           shall be deemed to be an original, but all such
                           counterparts shall constitute but one and the same
                           agreement.


                            [Signature Pages Follow]


                                       4
<PAGE>
                  IN WITNESS WHEREOF, the Buyers and the Company have caused
this Amendment No. 1 to Securities Purchase Agreement to be duly executed as of
the date first written above.

COMPANY:                                BUYERS:

CSK AUTO CORPORATION                        LB I GROUP INC.


By: /s/ Martin Fraser                      By: /s/ Kevin R. Genirs
    -----------------------------              ---------------------------------
    Name:  Martin Fraser                       Name:  Kevin R. Genirs
    Title: President and Chief Operating      Title:  Vice President
           Officer





                   [Additional Buyers Signature Page Follows]
<PAGE>
Additional Buyers Signature Page to Amendment No. 1 to Securities Purchase
Agreement



                                            INVESTCORP CSK HOLDINGS L.P.

                                            By:/s/ Ebrahim H. Ebrahim
                                               ---------------------------------
                                               Name:   Ebrahim H. Ebrahim
                                               Title:  Authorized Representative





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5.1
<SEQUENCE>4
<FILENAME>p66056a4ex4-5_1.txt
<DESCRIPTION>EX-4.05.01
<TEXT>
<PAGE>

                                                                 EXHIBIT 4.05.01


               AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


                  This Amended and Restated REGISTRATION RIGHTS AGREEMENT (this
"Agreement"), dated as of May 16, 2002, amends and restates the Registration
Rights Agreement dated as of December 7, 2001, by and among CSK Auto
Corporation, a Delaware corporation, with headquarters located at 645 E.
Missouri Avenue, Phoenix, Arizona 85012 (the "Company"), and the undersigned
buyers (each, a "Buyer" and collectively, the "Buyers").

                  WHEREAS:

                  A. In connection with the Securities Purchase Agreement by and
among the parties hereto, dated December 7, 2001, as amended by Amendment No. 1
to Securities Purchase Agreement of even date herewith (collectively, the
"Securities Purchase Agreement"), the Company agreed, upon the terms and
subject to the conditions of the Securities Purchase Agreement,
to issue and sell to the Buyers an aggregate of (i) $50,000,000 of the
Company's 7% Convertible Debentures, plus such additional amount as may be
added to such principal amount pursuant to the second paragraph thereof (the
"Convertible Debentures"), which will be convertible into shares of the
Company's common stock, par value $0.01 per share (the "Common Stock") (as
converted, the "Conversion Shares") and (ii) the Company's Make-Whole Warrants
(the "Warrants") to purchase shares of Common Stock (as exercised, the "Warrant
Shares"), or, if required by the Securities Purchase Agreement, to issue the
Break-Up Shares (as defined in the Securities Purchase Agreement;

                  B. To induce the Buyers to execute and deliver the Securities
Purchase Agreement, the Company agreed to provide certain registration rights
under the Securities Act of 1933, as amended, and the rules and regulations
thereunder, or any similar successor statute (collectively, the "1933 Act"), and
applicable state securities laws; and

                  C. The location of defined terms in this Agreement is set
forth on the Index of Terms attached hereto.

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and each
of the Buyers hereby agree as follows:

                  1. Definitions.

                  As used in this Agreement, the following terms shall have the
following meanings:

                           a. "Business Day" means any day other than Saturday,
Sunday or other day on which commercial banks in The City of New York are
authorized or required by law to remain closed.
<PAGE>
                           b. "Investor" means a Buyer, any transferee or
assignee thereof to whom a Buyer assigns its rights under this Agreement and who
agrees to become bound by the provisions of this Agreement in accordance with
Section 9 and any transferee or assignee thereof to whom a transferee or
assignee assigns its rights under this Agreement and who agrees to become bound
by the provisions of this Agreement in accordance with Section 9.

                           c. "Make-Whole Securities" means (i) the Warrant
Shares issued or issuable upon exercise of the Warrants; (ii) any shares issued
or issuable upon a conversion of the Convertible Debentures on the Make-Whole
Date (as defined in the Convertible Debentures) less the number of shares
issuable upon conversion of the Convertible Debentures immediately prior to the
Make-Whole Date (such difference, the "Adjustment Shares") and (iii) any shares
of capital stock issued or issuable with respect to the Warrants, the Warrant
Shares, or the Adjustment Shares as a result of any stock split, stock dividend,
recapitalization, exchange or similar event or otherwise.

                           d. "Person" means an individual, a limited liability
company, a partnership, a joint venture, a corporation, a trust, an
unincorporated organization and governmental or any department or agency
thereof.

                           e. "register," "registered," and "registration" refer
to a registration effected by preparing and filing one or more Registration
Statements (as defined below) in compliance with the 1933 Act and pursuant to
Rule 415 under the 1933 Act or any successor rule providing for offering
securities on a continuous or delayed basis ("Rule 415"), and the declaration or
ordering of effectiveness of such Registration Statement(s) by the United States
Securities and Exchange Commission (the "SEC").

                           f. "Registrable Securities" means (i) the Conversion
Shares issued or issuable upon conversion of the Convertible Debentures at the
Standard Conversion Price (as defined in the Convertible Debentures) prior to
any adjustment that may be made to the Standard Conversion Price pursuant to
Section 6(j) of the Convertible Debentures, (ii) the Interest Shares (as defined
in the Convertible Debentures) issued or issuable, (iii) the Break-Up Shares, if
any, issued and (iv) any shares of capital stock issued or issuable with respect
to the Conversion Shares, the Convertible Debentures, the Interest Shares, or
the Break-Up Shares as a result of any stock split, stock dividend,
recapitalization, exchange or similar event or otherwise, without regard to any
limitations on conversions of the Convertible Debentures. Solely for purposes of
the definition of "Registrable Securities" incorporated by reference in Section
7(c) of the Warrants, Registrable Securities shall also mean and include
Make-Whole Securities

                           g. "Registration Statement" means each registration
statement or registration statements of the Company filed under the 1933 Act
covering the resale of Registrable Securities or Make-Whole Securities, as the
case may be.

                  Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings set forth in the Securities Purchase
Agreement.


                                       2
<PAGE>
                  2. Registration.

                           a. Mandatory Registrations.

                           (i) The Company shall prepare, and, as soon as
practicable but in no event later than thirty (30) days after the earlier of (A)
the Closing Date (as defined in the Securities Purchase Agreement) or (B) the
Closing Deadline (as defined in the Securities Purchase Agreement) (the "Closing
Filing Deadline"), file with the SEC a Registration Statement or Registration
Statements (as provided for below in this Section 2(a)(i)) on Form S-3 covering
the resale of all of the Registrable Securities (other than the Break-Up Shares)
if a closing has occurred on or prior to the Closing Deadline or the Break-Up
Shares if such closing has not occurred. In the event that Form S-3 is
unavailable for such a registration, the Company shall use such other form as is
available for such a registration, subject to the provisions of Section 2(d).
The Registration Statement referenced above shall register for resale (X) at
least 8.3 million shares of Common Stock if a closing has occurred on or prior
to the Closing Deadline or (Y) if Break-Up Shares are issued, the number of
Break-Up Shares. The Company shall use its best efforts to have the Registration
Statement declared effective by the SEC as soon as practicable, on or before the
date which is one hundred twenty (120) days after the Closing Filing Deadline
(the "Closing Effectiveness Deadline"). To the extent that a closing occurs
during the Post-Closing Participation Period (as defined in the Securities
Purchase Agreement) and the Registration Statement filed with respect to the
Closing Filing Deadline has not yet been declared effective by the SEC, the
Company shall amend such Registration Statement to include the Convertible
Debentures and Warrants be issued during the Post-Closing Participation Period
and at least 125% of the number of shares then issuable upon conversion of such
Convertible Debentures and exercise of such Warrants assuming a conversion price
or exercise price, as applicable, of 62.5% of the Standard Conversion Price in
effect at the time of issuance (the "Post-Closing Securities"). To the extent
that a closing occurs during the Post-Closing Participation Period and the
Registration Statement filed with respect to the Closing Filing Deadline has
already been declared effective by the SEC without inclusion of the Post-Closing
Securities, the Company shall file a new Registration Statement on Form S-3
covering the resale of all such securities within thirty (30) days following
such closing (the "Post-Closing Filing Deadline" and collectively with the
Closing Filing Deadline and the "Make-Whole Filing Deadline" (defined below),
the "Filing Deadlines"). In the event that Form S-3 is unavailable for such a
registration, the Company shall use such other form as is available for such a
registration, subject to the provisions of Section 2(d). The Company shall use
its best efforts to have such Registration Statement declared effective by the
SEC as soon as practicable, on or before the date which is one hundred twenty
(120) days after the Post-Closing Filing Deadline (the "Post-Closing Security
Effectiveness Deadline" and collectively with the Closing Effectiveness Deadline
and the "Make-Whole Securities Effectiveness Deadline" (defined below), the
"Effectiveness Deadlines").

                           ii. In the event that on the Make-Whole Date, either
(A) the Company issues any Warrant Shares upon the exercise of the Warrants, or
(B) all of the Convertible Debentures have not been converted, and the Standard
Conversion Price (as defined in the Convertible Debenture) of the
then-outstanding Convertible Debentures is adjusted at such time pursuant to
Section 6(j) of the Convertible Debenture, the Company shall prepare and within
two


                                       3
<PAGE>
Business Days of the Make-Whole Date (the "Make-Whole Filing Deadline") file
with the SEC, a Registration Statement or Registration Statements on Form S-3
covering the resale of all of the Make-Whole Securities. In the event that Form
S-3 is unavailable for such a registration, the Company shall use such other
form as is available for such a registration, subject to the provisions of
Section 2(d). The Company shall use its best efforts to have this Registration
Statement declared effective by the SEC as soon as practicable, on or before the
date which is one hundred twenty (120) days after the Make-Whole Filing Deadline
(the "Make-Whole Securities Effectiveness Deadline"). The Company shall have no
obligation to prepare or file a Registration Statement covering the resale of
any Make-Whole Securities in the event that no Make-Whole Securities are issued
or issuable on the Make-Whole Date.

                           b. Allocation of Registrable Securities. The initial
number of Registrable Securities or Make-Whole Securities included in any
Registration Statement and each increase in the number of Registrable Securities
or Make-Whole Securities included therein shall be allocated pro rata among the
Investors based on the number of Registrable Securities or Make-Whole
Securities, as the case may be, held by each Investor at the time the
Registration Statement covering such initial number of Registrable Securities or
Make-Whole Securities or increase thereof is declared effective by the SEC. Any
shares of Common Stock included in a Registration Statement and which remain
allocated to any Person which ceases to hold any Registrable Securities or
Make-Whole Securities covered by such Registration Statement shall be allocated
to the remaining Investors, pro rata based on the number of Registrable
Securities or Make-Whole Securities then held by such Investors which are
covered by such Registration Statement. Without the prior written consent of
Buyers holding at least 75% of the Registrable Securities and LBI Group Inc and
its affiliates ("Lehman") for so long as Lehman holds not less than $10 million
in principal amount of Convertible Debentures (or shares of Common Stock
attributable to conversion of such Convertible Debentures), the Company shall
not (i) include on any Registration Statement required to be filed pursuant to
Section 2(a)(i) any securities other than (A) Registrable Securities and (B)
securities held by Oppenheimer Capital Fund ("Oppenheimer") and subject to the
Registration Rights Agreement dated August 14, 2001 between the Company and
Oppenheimer, or (ii) file any registration statement with the SEC (other than a
registration statement on Form S-8 or Form S-4 or any successor form to such
forms or a registration statement required under the registration rights
agreement entered into in connection with the Company's Senior Notes issued on
or about the Closing Date) prior to the date on which the Registration Statement
required to be filed pursuant to Section 2(a)(i) is declared to be effective; or
(iii) include on any Registration Statement required to be filed pursuant to
Section 2(a)(ii) any securities other than Make-Whole Securities; or (iv) if the
Company is required to file a Registration Statement pursuant to Section
2(a)(ii), file any Registration Statement with the SEC (other than a
registration statement on Form S-8 or Form S-4 or any successor form to such
forms or a registration statement required under the registration rights
agreement entered into in connection with the Company's Senior Notes issued on
or about the Closing Date) between the Make-Whole Date and the date on which any
Registration Statement filed pursuant to Section 2(a)(ii) is declared to be
effective.

                           c. Legal Counsel. Subject to Section 5 hereof, the
Buyers shall have the right to select one legal counsel to review and oversee
any registration pursuant to this Section 2 ("Legal Counsel"), which shall be
Fried, Frank, Harris, Shriver & Jacobson or such


                                       4
<PAGE>
other counsel as thereafter designated by the holders of at least 75% of the
Registrable Securities and Lehman for so long as Lehman holds not less than $10
million in principal amount of Convertible Debentures (or shares of Common Stock
attributable to conversion of such Convertible Debentures). The Company and
Legal Counsel shall reasonably cooperate with each other in performing the
Company's obligations under this Agreement.

                           d. Ineligibility for Form S-3. In the event that Form
S-3 is not available for the registration of the resale of Registrable
Securities or Make-Whole Securities hereunder, the Company shall (i) register
the resale of the Registrable Securities or the Make-Whole Securities, as the
case may be, on another appropriate form unless holders of at least 25% of the
Registrable Securities or the Make-Whole Securities, as the case may be, or
Lehman for so long as Lehman holds not less than $10 million in principal amount
of Convertible Debentures (or shares of Common Stock attributable to conversion
of such Convertible Debentures) reasonably object and (ii) undertake to register
the Registrable Securities or the Make-Whole Securities, as the case may be, on
Form S-3 as soon as such form is available, provided that, subject to Section
3(r), the Company shall maintain the effectiveness of any Registration Statement
then in effect until such time as a Registration Statement on Form S-3 covering
the Registrable Securities or the Make-Whole Securities, as the case may be, has
been declared effective by the SEC.

                           e. Sufficient Number of Shares Registered. In the
event the number of shares available under a Registration Statement filed
pursuant to Section 2(a) is insufficient to cover all of the Registrable
Securities or Make-Whole Securities required to be covered by such Registration
Statement or an Investor's allocated portion of the Registrable Securities or
Make-Whole Securities pursuant to Section 2(b), the Company shall amend the
Registration Statement, or file a new Registration Statement (on the short form
available therefor, if applicable), or both, so as to register at least 150% of
the number of such Registrable Securities or Make-Whole Securities as of the
trading day immediately preceding the date of the filing of such amendment or
new Registration Statement, in each case, as soon as practicable, but in any
event not later than fifteen (15) Business Days after the necessity therefor
arises. The Company shall use its best efforts to cause such amendment and/or
new Registration Statement to become effective as soon as practicable following
the filing thereof. For purposes of the foregoing provision, the number of
shares available under a Registration Statement shall be deemed "insufficient to
cover all of the Registrable Securities or Make-Whole Securities " if at any
time the number of Registrable Securities or Make-Whole Securities covered by
such Registration Statement is less than 120% of the total number of shares of
Common Stock then constituting Registrable Securities or Make-Whole Securities,
as the case may be (excluding in each case such shares no longer owned by the
Buyers). The calculation set forth in the foregoing sentence (i) shall be made
without regard to any limitations on the conversion of the Convertible
Debentures or the exercise of the Warrants, (ii) shall assume that the
Convertible Debentures and the Warrants are then convertible into shares of
Common Stock, (iii) shall include a number of Interest Shares equal to the
number that would be issuable in respect of interest payments during a period of
one year on the initial outstanding principal amount of the Convertible
Debentures and (iv) shall assume no redemptions of the Convertible Debentures
prior to the scheduled maturity date. The foregoing calculations shall further
assume that the Registrable Securities and Make-Whole Securities are issuable at
the then prevailing Conversion Price (as defined in the Convertible


                                       5
<PAGE>
Debentures), Interest Share Conversion Rate (as defined in the Convertible
Debentures), or Warrant Exercise Price (as defined in the Warrants), as
applicable.

                           f. Effect of Failure to File and Obtain and Maintain
Effectiveness of Registration Statement. If (i) a Registration Statement
required to be filed by the Company pursuant to this Agreement is (A) not filed
with the SEC on or before the applicable Filing Deadline or (B) not declared
effective by the SEC on or before the applicable Effectiveness Deadline or (ii)
on any day after such Registration Statement has been declared effective by the
SEC sales of all the Registrable Securities or Make-Whole Securities, as the
case may be, required to be included on such Registration Statement cannot be
made (other than during an Allowable Grace Period (as defined in Section 3(r))
pursuant to such Registration Statement (including, without limitation, because
of a failure to keep such Registration Statement effective, to disclose such
information as is necessary for sales to be made pursuant to such Registration
Statement or to register sufficient shares of Common Stock), then, as relief for
the damages to any holder by reason of any such delay in or reduction of its
ability to sell the underlying shares of Common Stock (which remedy shall not be
exclusive of any other remedies available at law or equity), the Company shall
pay to each holder of Convertible Debentures or Warrants relating to such
Registration Statement an amount equal to the product of (i) the Outstanding
Principal Amount (as such term is defined in the Convertible Debentures (which
definition, for purposes of clarification, is not impacted by a conversion or
partial redemption of the Convertible Debentures)) multiplied by (ii) the
product of (I) 0.0005 multiplied by (II) the sum of (x) the number of days after
the applicable Filing Deadline that the Registration Statement is not filed with
the SEC, plus (y) the number of days after the applicable Effectiveness Deadline
that the Registration Statement is not declared effective by the SEC, plus (z)
the number of days after the Registration Statement has been declared effective
by the SEC that such Registration Statement is not available (other than during
an Allowable Grace Period) for the sale of all the Registrable Securities or
Make-Whole Securities, as the case may be, required to be included on such
Registration Statement. The payments to which a holder shall be entitled
pursuant to this Section 2(f) are referred to herein as "Registration Delay
Payments." Registration Delay Payments shall be paid in the form of Common Stock
on the earlier of (I) the last day of the calendar month during which such
Registration Delay Payments are incurred and (II) the third Business Day after
the event or failure giving rise to the Registration Delay Payments is cured.
The number of shares of Common Stock to be issued for any Registration Delay
Payment shall be the amount of such Registration Delay Payment divided by the
average Closing Sale Price (as defined in the Debentures) of the Common Stock
for the five (5) trading days immediately preceding the date of payment. In the
event the Company fails to make Registration Delay Payments in a timely manner,
such Registration Delay Payments shall bear interest at the rate of 1.5% per
month (prorated for partial months) until paid in full.

                           (g) Incidental Registration.

                           (i) Right to Include Registrable Securities or
Make-Whole Securities. If, at any time or from time to time (A) prior to the
effectiveness of a Registration Statement filed pursuant to Section 2(a)(i) or
during the suspension thereof other than an Allowable Grace Period, or (B) in
the event the Company files a Registration Statement pursuant to Section
2(a)(ii), prior to the effectiveness of such a Registration Statement, or during
the suspension


                                       6
<PAGE>
thereof other than an Allowable Grace Period, the Company proposes to register
any of its securities under the 1933 Act (other than in a registration on Form
S-4 or S-8 or any successor form to such forms or a registration statement
required under the registration rights agreement entered into in connection with
the Senior Notes issued on or about the Closing Date and other than pursuant to
Section 2) whether or not pursuant to registration rights granted to other
holders of its securities and whether or not for sale for its own account, the
Company shall deliver prompt written notice (which notice shall be given at
least thirty (30) days prior to the effectiveness of such proposed registration)
to all holders of Registrable Securities or Make-Whole Securities, as
applicable, of its intention to undertake such registration, describing in
reasonable detail the proposed registration and distribution (including the
anticipated range of the proposed offering price, if known, the class and number
of securities proposed to be registered and the distribution arrangements) and
of such holders' right to participate in such registration under this Section
2(g) as hereinafter provided. Subject to the other provisions of this paragraph
(i) and paragraph (ii), upon the written request of any holder of Registrable
Securities or Make-Whole Securities, as applicable, made within ten (10) days
after the receipt of such written notice (which request shall specify the amount
of Registrable Securities or Make-Whole Securities to be registered and the
intended method of disposition thereof), the Company shall effect the
registration under the 1933 Act of all Registrable Securities or Make-Whole
Securities, as applicable, requested by the holders thereof to be so registered
(an "Incidental Registration"), to the extent requisite to permit the
disposition (in accordance with the intended methods thereof as aforesaid) of
the Registrable Securities or Make-Whole Securities so to be registered, by
inclusion of such Registrable Securities or Make-Whole Securities in the
registration statement which covers the securities which the Company proposes to
register (the "Incidental Registration Statement"). If an Incidental
Registration involves an underwritten public offering, promptly upon
notification to the Company from the underwriter of the price at which such
securities are to be sold, the Company shall so advise each participating holder
of Registrable Securities or Make-Whole Securities, as the case may be. The
holders of Registrable Securities or Make-Whole Securities requesting inclusion
in an Incidental Registration may, at any time prior to the effective date of
the Incidental Registration Statement (and for any reason), revoke such request
by delivering written notice to the Company revoking such requested inclusion.

                  If at any time after giving written notice of its intention to
register any securities and prior to the effective date of the Incidental
Registration Statement filed in connection with such registration, the Company
shall determine for any reason not to register or to delay registration of such
securities, the Company may, at its election, give written notice of such
determination to each holder of Registrable Securities or Warrant Shares, as
applicable, and, thereupon, (A) in the case of a determination not to register,
the Company shall be relieved of its obligation to register any Registrable
Securities or Make-Whole Securities in connection with such registration (but
not from its obligation to pay the registration expenses incurred in connection
therewith), without prejudice, however, to the rights of holders to cause such
registration to be effected as a registration under Section 2, and (B) in the
case of a determination to delay such registration, the Company shall be
permitted to delay the registration of such Registrable Securities or Make-Whole
Securities for the same period as the delay in registering such other
securities; provided, however, that if such delay shall extend beyond one
hundred twenty (120) days from the date the Company received a request to
include Registrable Securities or Make-Whole Securities in such Incidental
Registration, then the Company shall


                                       7
<PAGE>
again give all holders the opportunity to participate therein and shall follow
the notification procedures set forth in the preceding paragraph. There is no
limitation on the number of such Incidental Registrations pursuant to this
Section 2(g) which the Company is obligated to effect.

                  The registration rights granted pursuant to the provisions of
this Section 2(g) shall be in addition to the registration rights granted
pursuant to the other provisions of Section 2 hereof.

                           (ii) Priority in Incidental Registration. If an
Incidental Registration involves an underwritten public offering (on a firm
commitment basis), and the sole or the lead managing underwriter, as the case
may be, of such underwritten public offering shall advise the Company in writing
(with a copy to each holder of Registrable Securities or Make-Whole Securities
requesting registration) on or before the date five (5) days prior to the date
then scheduled for such offering that, in its opinion, the amount of securities
(including Registrable Securities or Make-Whole Securities) requested to be
included in such registration exceeds the amount which can be sold in such
offering without materially interfering with the successful marketing of the
securities being offered (such writing to state the basis of such opinion and
the approximate number of such securities which may be included in such offering
without such effect), the Company shall include in such registration, to the
extent of the number which the Company is so advised may be included in such
offering without such effect, (i) in the case of a registration initiated by the
Company, (A) first, the Registrable Securities or Make-Whole Securities, as the
case may be, requested to be included in such registration by the holders,
allocated pro rata in proportion to the number of such Registrable Securities or
Make-Whole Securities requested to be included in such registration by each of
them, (B) second, the securities that the Company proposes to register for its
own account, and (C) third, other securities of the Company to be registered on
behalf of any other Person, (ii) in the case of a registration initiated by a
Person other than the Company, (A) first, the securities requested to be
included in such registration by any Persons initiating such registration,
allocated pro rata in proportion to the number of securities requested to be
included in such registration by each of them, (B) second, the Registrable
Securities or Make-Whole Securities requested to be included in such
registration by the holders thereof and other securities of the company to be
registered on behalf of any other Person, allocated pro rata in proportion to
the number of securities requested to be included in such registration by each
of them and (C) third, the securities that the Company proposes to register for
its own account In the event the Company will not, in accordance with the terms
of this Section 2(g)(ii), include in any registration hereunder all of the
securities of any holder requested to be included in such registration, and any
such holder determines not to include any or all of its securities in such
registration, then the holders not so reducing shall be entitled to a
corresponding increase in the amount of securities to be included in such
registration.

                  3. Related Obligations.

                  At such time as the Company is obligated to file a
Registration Statement with the SEC pursuant to Section 2(a), 2(d), 2(e) or 2(g)
(subject to the second paragraph of clause 2(g)(i)), the Company will use its
best efforts to effect the registration of the Registrable Securities or
Make-Whole Securities, as the case may be, in accordance with the intended


                                       8
<PAGE>
method of disposition thereof and, pursuant thereto, the Company shall have the
following obligations:

                  a. The Company shall promptly prepare and file with the SEC a
Registration Statement with respect to the Registrable Securities, and if
necessary following the Make-Whole Date, a Registration Statement with respect
to the Make-Whole Securities. In either case, the Company must make any such
filings on or prior to the applicable Filing Deadline, and must use its best
efforts to cause such Registration Statement relating to the Registrable
Securities or Make-Whole Securities required to be covered thereby to become
effective as soon as practicable after such filing, on or before the applicable
Effectiveness Deadline. The Company shall keep each Registration Statement
effective pursuant to Rule 415 at all times until the earlier of (i) the date as
of which the Investors may sell all of the Registrable Securities or Make-Whole
Securities covered by such Registration Statement without restriction pursuant
to Rule 144(k) (or successor thereto) promulgated under the 1933 Act or (ii) the
date on which the Investors shall have sold all the Registrable Securities or
Make-Whole Securities covered by such Registration Statement (the "Registration
Period"), which Registration Statement (including any amendments or supplements
thereto and prospectuses contained therein) shall not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein, or necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading. The term "best efforts"
shall mean, among other things, that the Company shall submit to the SEC, within
two (2) Business Days after the Company learns that no review of a particular
Registration Statement will be made by the staff of the SEC or that the staff
has no further comments on the Registration Statement, as the case may be, and
the approval of Legal Counsel pursuant to Section 3(c), a request for
acceleration of effectiveness of such Registration Statement to a time and date
not later than 48 hours after the submission of such request.

                  b. Subject to Section 3(r), the Company shall prepare and file
with the SEC such amendments (including post-effective amendments) and
supplements to any Registration Statement and the prospectus used in connection
with such Registration Statement, which prospectus is to be filed pursuant to
Rule 424 promulgated under the 1933 Act, as may be necessary to keep such
Registration Statement effective at all times during the Registration Period,
and, during such period, comply with the provisions of the 1933 Act with respect
to the disposition of all Registrable Securities or Make-Whole Securities of the
Company covered by such Registration Statement until such time as all of such
Registrable Securities or Make-Whole Securities shall have been disposed of in
accordance with the intended methods of disposition by the seller or sellers
thereof as set forth in such Registration Statement. In the case of amendments
and supplements to a Registration Statement which are required to be filed
pursuant to this Agreement (including pursuant to this Section 3(b)) by reason
of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or any
analogous report under the Securities Exchange Act of 1934, as amended (the
"1934 Act"), the Company shall have incorporated such report by reference into
such Registration Statement, if applicable, or shall file such amendments or
supplements with the SEC on the same day on which the 1934 Act report is filed
which created the requirement for the Company to amend or supplement such
Registration Statement.


                                       9
<PAGE>
                  c. The Company shall (A) permit Legal Counsel to review and
comment upon (i) each initial Registration Statement relating to the Registrable
Securities or the Make-Whole Securities at least five (5) Business Days prior to
its filing with the SEC and (ii) all other Registration Statements and all
amendments and supplements to all Registration Statements (except for Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K and any similar or successor reports) within a reasonable number of days
prior to their filing with the SEC, and (B) not file any Registration Statement
or amendment or supplement thereto in a form to which Legal Counsel reasonably
objects. The Company shall not submit a request for acceleration of the
effectiveness of a Registration Statement under Sections 2(a), (d) or (e) or any
amendment or supplement thereto without the prior approval of Legal Counsel,
which consent shall not be unreasonably withheld. The Company shall furnish to
Legal Counsel, without charge, (i) copies of any correspondence from the SEC or
the staff of the SEC to the Company or its representatives relating to any
Registration Statement, (ii) promptly after the same is prepared and filed with
the SEC, one copy of any Registration Statement and any amendment(s) thereto,
including financial statements and schedules, and if requested by such Legal
Counsel, all documents incorporated therein by reference and all exhibits and
(iii) upon the effectiveness of any Registration Statement, one copy of the
prospectus included in such Registration Statement and all amendments and
supplements thereto. The Company shall reasonably cooperate with Legal Counsel
in performing the Company's obligations pursuant to this Section 3.

                  d. The Company shall furnish to each Investor whose
Registrable Securities or Make-Whole Securities are included in any Registration
Statement, without charge, (i) promptly after the same is prepared and filed
with the SEC, at least one copy of such Registration Statement and any
amendment(s) thereto, including financial statements and schedules and if
requested by an Investor, all documents incorporated therein by reference all
exhibits and each preliminary prospectus, (ii) upon the effectiveness of any
Registration Statement, ten (10) copies of the prospectus included in such
Registration Statement and all amendments and supplements thereto (or such other
number of copies as such Investor may reasonably request) and (iii) such other
documents, including copies of any preliminary or final prospectus, as such
Investor may reasonably request from time to time in order to facilitate the
disposition of the Registrable Securities or Make-Whole Securities, as the case
may be, owned by such Investor.

                  e. Subject to Section 3(r), the Company shall use its
reasonable best efforts, if reasonably requested by an Investor in writing, to
(i) register and qualify, unless an exemption from registration and
qualification applies, the resale by such Investor of the Registrable Securities
or Make-Whole Securities covered by any Registration Statement under such other
securities or "blue sky" laws of applicable jurisdictions in the United States,
(ii) prepare and file in those jurisdictions, such amendments (including
post-effective amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness thereof during
the Registration Period, (iii) take such other actions as may be necessary to
maintain such registrations and qualifications in effect at all times during the
Registration Period, and (iv) take all other actions reasonably necessary to
qualify such Registrable Securities or Make-Whole Securities for sale in such
jurisdictions; provided, however, that the Company shall not be required in
connection therewith or as a condition


                                       10
<PAGE>
thereto to (x) qualify to do business in any jurisdiction where it would not
otherwise be required to qualify but for this Section 3(e), (y) subject itself
to general taxation in any such jurisdiction, or (z) file a general consent to
service of process in any such jurisdiction. The Company shall promptly notify
Legal Counsel and each Investor who holds Registrable Securities or Make-Whole
Securities of the receipt by the Company of any notification with respect to the
suspension of the registration or qualification of any of the Registrable
Securities or Make-Whole Securities for sale under the securities or "blue sky"
laws of any jurisdiction in the United States or its receipt of actual notice of
the initiation or threatening of any proceeding for such purpose.

                  f. The Company shall notify Legal Counsel and each Investor in
writing of the happening of any event, as promptly as practicable after becoming
aware of such event, as a result of which the prospectus included in a
Registration Statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading (provided that in no event shall such
notice contain any material, nonpublic information), and, subject to Section
3(r), promptly prepare a supplement or amendment to such Registration Statement
to correct such untrue statement or omission, and deliver ten (10) copies of
such supplement or amendment to Legal Counsel and each Investor (or such other
number of copies as Legal Counsel or such Investor may reasonably request). The
Company shall also promptly notify Legal Counsel and each Investor in writing
(i) when a prospectus or any prospectus supplement or post-effective amendment
has been filed, and when a Registration Statement or any post-effective
amendment has become effective (notification of such effectiveness shall be
delivered to Legal Counsel and each Investor by facsimile on the same day of
such effectiveness and by overnight mail), (ii) of any request by the SEC for
amendments or supplements to a Registration Statement or related prospectus or
related information, and (iii) of the Company's reasonable determination that a
post-effective amendment to a Registration Statement would be appropriate.

                  g. Subject to Section 3(r), the Company shall use its
reasonable best efforts to prevent the issuance of any stop order or other
suspension of effectiveness of a Registration Statement, or the suspension of
the qualification of any of the Registrable Securities or Make-Whole Securities
for sale in any applicable jurisdiction and, if such an order or suspension is
issued, to obtain the withdrawal of such order or suspension at the earliest
practicable moment and to notify Legal Counsel and each Investor who holds
Registrable Securities or Make-Whole Securities being sold of the issuance of
such order and the resolution thereof or its receipt of actual notice of the
initiation or threat of any proceeding for such purpose.

                  h. At the reasonable request of any Investor in connection
with an underwritten public offering of any Registrable Securities or Make-Whole
Securities, as the case may be, by such Investor, the Company shall furnish to
each underwriter in such underwritten public offering with a copy to each
requesting Investor, on such date as an Investor may reasonably request (i) a
letter, dated such date, from the Company's independent certified public
accountants in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public offering,
addressed to such underwriters,


                                       11
<PAGE>
and (ii) an opinion, dated as of such date, of counsel representing the Company
for purposes of such Registration Statement, in form, scope and substance as is
customarily given in an underwritten public offering, addressed to such
underwriters.

                  i. The Company shall make available for inspection by (i) any
Investor, (ii) Legal Counsel and (iii) one firm of accountants or other agents
retained by the Investors (collectively, the "Inspectors"), all pertinent
financial and other records, and pertinent corporate documents and properties of
the Company (collectively, the "Records") at the offices where normally kept,
during normal business hours, as shall be reasonably deemed necessary by each
Inspector, and cause the Company's officers, directors and employees to supply
all information which any Inspector may reasonably request; provided, however,
that each Inspector shall agree to hold in strict confidence and shall not make
any disclosure (except to an Investor) or use of any Record or other information
which the Company determines in good faith to be confidential, and of which
determination the Inspectors are so notified, unless (a) the disclosure of such
Records is necessary to avoid or correct a misstatement or omission in any
Registration Statement or is otherwise required under the 1933 Act, (b) the
release of such Records is ordered pursuant to a final, non-appealable subpoena
or order from a court or government body of competent jurisdiction, or (c) the
information in such Records has been made generally available to the public
other than by disclosure in violation of this or any other agreement of which
the Inspector has knowledge. Each Investor agrees that it shall, upon learning
that disclosure of such Records is sought in or by a court or governmental body
of competent jurisdiction or through other means, give prompt notice to the
Company and allow the Company, at its expense, to undertake appropriate action
to prevent disclosure of, or to obtain a protective order for, the Records
deemed confidential. Nothing herein (or in any other confidentiality agreement
between the Company and any Investor) shall be deemed to limit the Investors'
ability to sell Registrable Securities or Make-Whole Securities, as the case may
be, in a manner which is otherwise consistent with applicable laws and
regulations.

                  j. The Company shall hold in confidence and not make any
disclosure of information concerning an Investor provided to the Company unless
(i) disclosure of such information is necessary to comply with federal or state
securities laws, (ii) the disclosure of such information is necessary to avoid
or correct a misstatement or omission in any Registration Statement, (iii) the
release of such information is ordered pursuant to a subpoena or other final,
non-appealable order from a court or governmental body of competent
jurisdiction, or (iv) such information has been made generally available to the
public other than by disclosure in violation of this Agreement or any other
agreement. The Company agrees that it shall, upon learning that disclosure of
such information concerning an Investor is sought in or by a court or
governmental body of competent jurisdiction or through other means, give prompt
written notice to such Investor and allow such Investor, at the Investor's
expense, to undertake appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.

                  k. The Company shall use its best efforts either to (i) cause
all the Registrable Securities or Make-Whole Securities, as the case may be,
covered by a Registration Statement to be listed on each securities exchange on
which securities of the same class or series issued by the Company are then
listed, if any, if the listing of such Registrable Securities or Make-Whole
Securities is then permitted under the rules of such exchange, or (ii) if
securities of


                                       12
<PAGE>
the same class or series issued by the Company are then quoted on the Nasdaq
National Market, list all of the Registrable Securities or Make-Whole
Securities, as the case may be, covered by the Registration Statement on the
Nasdaq National Market if the listing of such Registrable Securities or
Make-Whole Securities is then permitted under the rules of the National
Association of Securities Dealers, Inc. ("NASD"), or (iii) if securities of the
same class or series issued by the Company are not listed on any exchange or on
the Nasdaq National Market, the Company shall use its best efforts to secure the
inclusion for quotation on The Nasdaq SmallCap Market for such Registrable
Securities or Make-Whole Securities and, without limiting the generality of the
foregoing, to use its best efforts to arrange for at least two market makers to
register with the NASD as such with respect to such Registrable Securities or
Make-Whole Securities. The Company shall pay all fees and expenses in connection
with satisfying its obligation under this Section 3(k).

                  l. The Company shall cooperate with the Investors who hold
Registrable Securities or Make-Whole Securities, as the case may be, being
offered and, to the extent applicable, facilitate the timely preparation and
delivery of certificates (not bearing any restrictive legend) representing the
Registrable Securities or Make-Whole Securities to be offered pursuant to a
Registration Statement and enable such certificates to be in such denominations
or amounts, as the case may be, as the Investors may reasonably request and
registered in such names as the Investors may request.

                  m. If requested by an Investor, the Company shall as soon as
practicable incorporate in a prospectus supplement or post-effective amendment
by filing such prospectus supplement or post-effective amendment or by
supplementing or making amendments to any Registration Statement such
information as an Investor reasonably requests to be included therein relating
to the sale and distribution of Registrable Securities or Make-Whole Securities,
as the case may be, including, without limitation, information with respect to
the number of Registrable Securities or Make-Whole Securities being offered or
sold, the purchase price being paid therefor and any other terms of the offering
of the Registrable Securities or Make-Whole Securities to be sold in such
offering.

                  n. The Company shall use its reasonable best efforts to cause
the Registrable Securities or Make-Whole Securities covered by a Registration
Statement to be registered with or approved by such other governmental agencies
or authorities as may be necessary to consummate the disposition of such
Registrable Securities or Make-Whole Securities.

                  o. The Company shall make generally available to its security
holders as soon as practical, but not later than ninety (90) days after the
close of the period covered thereby, an earnings statement (in form complying
with, and in the manner provided by, the provisions of Rule 158 under the 1933
Act) covering a twelve-month period beginning not later than the first day of
the Company's fiscal quarter next following the effective date of a Registration
Statement.

                  p. The Company shall use its best efforts to comply with all
applicable rules and regulations of the SEC in connection with any registration
hereunder.


                                       13
<PAGE>
                  q. Within two (2) Business Days after a Registration Statement
which covers Registrable Securities or Make-Whole Securities is ordered
effective by the SEC, the Company shall deliver, and shall cause legal counsel
for the Company to deliver, to the transfer agent for such Registrable
Securities or Make-Whole Securities (with copies to the Investors whose
Registrable Securities or Make-Whole Securities are included in such
Registration Statement) confirmation that such Registration Statement has been
declared effective by the SEC in the form attached hereto as Exhibit A.

                  r. Notwithstanding anything to the contrary herein, at any
time after any Registration Statement has been declared effective by the SEC,
the Company may (i) suspend the use of such Registration Statement if an event
occurs and is continuing as a result of which the Registration Statement would,
in the good faith opinion of the Board of Directors of the Company and its
counsel, contain an untrue statement of material fact or omit to state a
material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading or (ii) delay the
disclosure of material non-public information concerning the Company the
disclosure of which at the time is not, in the good faith opinion of the Board
of Directors of the Company and of counsel to the Company, in the best interests
of the Company (clauses (i) and (ii) together, a "Grace Period"); provided, that
the Company shall promptly (i) notify the Investors in writing of the existence
of such event or of such material non-public information giving rise to a Grace
Period (provided that in each notice the Company will not disclose the content
of such material non-public information to the Investors) and the date on which
the Grace Period will begin, and (ii) notify the Investors in writing of the
date on which the Grace Period ends; and, provided further, that during any
three hundred sixty five (365) day period no more than two such Grace Periods
shall be permitted and such Grace Periods shall not exceed an aggregate of
forty-five (45) days (an "Allowable Grace Period"). For purposes of determining
the length of a Grace Period above, the Grace Period shall begin on and include
the date the Investors receive the notice referred to in clause (i) and shall
end on and include the later of the date the Investors receive the notice
referred to in clause (ii) and the date referred to in such notice. The
provisions of Section 3(g) hereof shall not be applicable during the period of
any Allowable Grace Period. Upon expiration of the Grace Period, the Company
shall again be bound by the first sentence of Section 3(f) with respect to the
information giving rise thereto unless such material non-public information is
no longer applicable. Each Holder agrees, if timely requested by the Company in
writing in an underwritten sale of securities of the Company, not to make any
public sale or distribution under the 1933 Act of any Registrable Securities or
Make-Whole Securities (except as part of such registration), during the time
period reasonably requested by the sole or lead managing underwriter not to
exceed ninety (90) days (the "Black-out Period"); provided, that all officers
and directors of the Company and beneficial owners of 1% or more of the
Company's Common Stock are bound by the same restriction and no such officer,
director or owner is treated more favorably than any holder of Registrable
Securities or Make-Whole Securities with respect to said lock-up.
Notwithstanding the foregoing, in no event shall all Grace Periods and/or
Black-out Periods in any three hundred sixty five (365) day period exceed a
total of ninety (90) days.


                                       14
<PAGE>
                  4. Obligations Of The Investors.

                           a. On or before the later to occur of two (2)
Business Days following the Company's receipt of an Investor's written request
to have its Registrable Securities or Make-Whole Securities, as the case may be,
included in a Registration Statement pursuant to this Agreement in accordance
with section 2(g)(i) and seven (7) Business Days prior to the first anticipated
filing date of a Registration Statement, the Company shall notify each such
requesting Investor in writing of the information the Company requires from each
such Investor if such Investor elects to have any of such Investor's Registrable
Securities or Make-Whole Securities included in such Registration Statement. It
shall be a condition precedent to the obligations of the Company to complete the
registration pursuant to this Agreement with respect to any Registrable
Securities or Make-Whole Securities, as the case may be, of a particular
Investor that such Investor shall furnish to the Company at least three (3)
Business Days prior to the anticipated filing date such information regarding
itself, the Registrable Securities or Make-Whole Securities held by it and the
intended method of disposition of such Registrable Securities or Make-Whole
Securities held by it as shall be reasonably required to effect the
effectiveness of the registration of such Registrable Securities or Make-Whole
Securities and shall execute such documents in connection with such registration
as the Company may reasonably request.

                           b. Each Investor, by such Investor's acceptance of
any Registrable Securities or Make-Whole Securities, agrees to cooperate with
the Company as reasonably requested by the Company in connection with the
preparation and filing of any Registration Statement hereunder, unless such
Investor has notified the Company in writing of such Investor's election to
exclude all of such Investor's Registrable Securities or Make-Whole Securities,
as the case may be, from such Registration Statement.

                           c. Each Investor agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in
the first sentence of Section 3(f) or Section 3(g), such Investor will
immediately discontinue disposition of Registrable Securities or Make-Whole
Securities pursuant to any Registration Statement(s) covering such Registrable
Securities or Make-Whole Securities until such Investor's receipt of the copies
of the supplemented or amended prospectus contemplated by the first sentence of
Section 3(f) or receipt of notice that no supplement or amendment is required
or, in the case of Section 3(g), the withdrawal of such stop order or other
suspension. Notwithstanding anything to the contrary, the Company shall cause
its transfer agent to deliver unlegended shares of Common Stock to a transferee
of an Investor in accordance with the terms of the Securities Purchase Agreement
in connection with any sale of Registrable Securities or Make-Whole Securities
with respect to which an Investor has entered into a contract for sale prior to
the Investor's receipt of a notice from the Company of the happening of any
event of the kind described in Section 3(g) or the first sentence of 3(f) and
for which the Investor has not yet settled.

                  5. Expenses Of Registration.

                  All reasonable expenses, other than underwriting discounts and
commissions, incurred in connection with registrations, filings or
qualifications pursuant to Sections 2 and 3, including, without limitation, all
registration, listing and qualifications fees, printers and accounting fees, and
fees and disbursements of counsel for the Company shall be paid by the


                                       15
<PAGE>
Company. The Company shall also reimburse the Investors for the fees and
disbursements of Legal Counsel in connection with registration, filing or
qualification pursuant to Sections 2 and 3 of this Agreement which amount shall
be limited to $25,000. In addition, the Company shall pay all of the Investors'
reasonable costs (including legal fees) incurred in connection with the
successful enforcement of the Investors' rights hereunder.

                  6. Indemnification.

                  In the event any Registrable Securities or Make-Whole
Securities are included in a Registration Statement under this Agreement:

                           a. To the fullest extent permitted by law, the
Company will, and hereby does, indemnify, hold harmless and defend each
Investor, the directors, officers, partners, employees, agents, representatives
of, and each Person, if any, who controls any Investor within the meaning of the
1933 Act or the 1934 Act (each, an "Indemnified Person"), against any losses,
claims, damages, liabilities, judgments, fines, penalties, charges, costs,
reasonable attorneys' fees, amounts paid in settlement or expenses, joint or
several, (collectively, "Claims") incurred in investigating, preparing or
defending any action, claim, suit, inquiry, proceeding, investigation or appeal
taken from the foregoing by or before any court or governmental, administrative
or other regulatory agency, body or the SEC, whether pending or threatened,
whether or not an indemnified party is or may be a party thereto ("Indemnified
Damages"), to which any of them may become subject insofar as such Claims (or
actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon: (i) any untrue statement or alleged untrue
statement of a material fact in a Registration Statement or any post-effective
amendment thereto or in any filing made in connection with the qualification of
the offering under the securities or other "blue sky" laws of any jurisdiction
in which Registrable Securities or Make-Whole Securities are offered ("Blue Sky
Filing"), or the omission or alleged omission to state a material fact required
to be stated therein or necessary to make the statements therein not misleading,
(ii) any untrue statement or alleged untrue statement of a material fact
contained in any preliminary prospectus if used prior to the effective date of
such Registration Statement, or contained in the final prospectus (as amended or
supplemented, if the Company files any amendment thereof or supplement thereto
with the SEC) or the omission or alleged omission to state therein any material
fact necessary to make the statements made therein, in light of the
circumstances under which the statements therein were made, not misleading,
(iii) any violation or alleged violation by the Company of the 1933 Act, the
1934 Act, any other law, including, without limitation, any state securities
law, or any rule or regulation thereunder relating to the offer or sale of any
Registrable Securities or Make-Whole Securities pursuant to a Registration
Statement or (iv) any material violation of this Agreement (the matters in the
foregoing clauses (i) through (iv) being, collectively, "Violations"). Subject
to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly
as such expenses are incurred and are due and payable, for any legal fees or
other reasonable expenses incurred by them in connection with investigating or
defending any such Claim. Notwithstanding anything to the contrary contained
herein, the indemnification agreement contained in this Section 6(a): (i) shall
not apply to a Claim by an Indemnified Person arising out of or based upon a
Violation which occurs in reliance upon and in conformity with information
furnished in writing to the Company by such Indemnified Person for such
Indemnified Person expressly for use in connection with the


                                       16
<PAGE>
preparation of the Registration Statement or any such amendment thereof or
supplement thereto, if such prospectus was timely made available by the Company
pursuant to Section 3(d); (ii) with respect to any preliminary prospectus, shall
not inure to the benefit of any such person from whom the person asserting any
such Claim purchased the Registrable Securities or Make-Whole Securities that
are the subject thereof (or to the benefit of any person controlling such
person) if the untrue statement or omission of material fact contained in the
preliminary prospectus was corrected in the prospectus, as then amended or
supplemented, if such prospectus was timely made available by the Company
pursuant to Section 3(d), and the Indemnified Person was promptly advised in
writing not to use the incorrect prospectus prior to the use giving rise to a
violation and such Indemnified Person, notwithstanding such advice, used it or
failed to deliver the correct prospectus as required by the 1933 Act and such
correct prospectus was timely made available pursuant to Section 3(d); (iii)
shall not be available to the extent such Claim is based on a failure of the
Investor to deliver or to cause to be delivered the prospectus made available by
the Company, including a corrected prospectus, if such prospectus or corrected
prospectus was timely made available by the Company pursuant to Section 3(d);
and (iv) shall not apply to amounts paid in settlement of any Claim if such
settlement is effected without the prior written consent of the Company, which
consent shall not be unreasonably withheld or delayed. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of the Indemnified Person and shall survive the transfer of the
Registrable Securities or Make-Whole Securities by the Investors pursuant to
Section 9.

                  b. In connection with any Registration Statement in which an
Investor is participating, each such Investor agrees to severally and not
jointly indemnify, hold harmless and defend, to the same extent and in the same
manner as is set forth in Section 6(a), the Company, each of its directors, each
of its officers who signs the Registration Statement and each Person, if any,
who controls the Company within the meaning of the 1933 Act or the 1934 Act
(each, an "Indemnified Party"), against any Claim or Indemnified Damages to
which any of them may become subject, under the 1933 Act, the 1934 Act or
otherwise, insofar as such Claim or Indemnified Damages arise out of or are
based upon any Violation, in each case to the extent, and only to the extent,
that such Violation occurs in reliance upon and in conformity with written
information furnished to the Company by such Investor expressly for use in
connection with such Registration Statement; and, subject to Section 6(c), such
Investor will reimburse any legal or other expenses reasonably incurred by an
Indemnified Party in connection with investigating or defending any such Claim;
provided, however, that the indemnity agreement contained in this Section 6(b)
and the agreement with respect to contribution contained in Section 7 shall not
apply to amounts paid in settlement of any Claim if such settlement is effected
without the prior written consent of such Investor, which consent shall not be
unreasonably withheld or delayed; provided, further, however, that the Investor
shall be liable under this Section 6(b) for only that amount of a Claim or
Claims or Indemnified Damages as does not exceed the net proceeds to such
Investor as a result of the sale of Registrable Securities or Make-Whole
Securities pursuant to such Registration Statement. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of
such Indemnified Party and shall survive the transfer of the Registrable
Securities or Make-Whole Securities by the Investors pursuant to Section 9.
Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained in this Section 6(b) with respect to any preliminary
prospectus shall not inure to the benefit of any Indemnified Party if the untrue
statement or omission of material fact


                                       17
<PAGE>
contained in the preliminary prospectus was corrected on a timely basis in the
prospectus, as then amended or supplemented.

                  c. Promptly after receipt by an Indemnified Person or
Indemnified Party under this Section 6 of notice of the commencement of any
action or proceeding (including any governmental action or proceeding) involving
a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in
respect thereof is to be made against any indemnifying party under this Section
6, deliver to the indemnifying party a written notice of the commencement
thereof, and the indemnifying party shall have the right to participate in, and,
to the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified
Person or the Indemnified Party, as the case may be; provided, however, that an
Indemnified Person or Indemnified Party shall have the right to retain its own
counsel with the fees and expenses of not more than one counsel for such
Indemnified Person or Indemnified Party to be paid by the indemnifying party,
if, in the reasonable opinion of counsel retained by the indemnifying party, the
representation by such counsel of the Indemnified Person or Indemnified Party
and the indemnifying party would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other party represented by such counsel in such proceeding. In the case of an
Indemnified Person, legal counsel referred to in the immediately preceding
sentence shall be selected by the Investors holding at least 75% in interest of
the Registrable Securities or Make-Whole Securities, as the case may be,
included in the Registration Statement to which the Claim relates and, if Lehman
is one of such Investors, Lehman for so long as Lehman holds not less than $10
million in principal amount of Debentures (or shares of Common Stock
attributable to such Debentures). The Indemnified Party or Indemnified Person
shall cooperate fully with the indemnifying party in connection with any
negotiation or defense of any such action or Claim by the indemnifying party and
shall furnish to the indemnifying party all information reasonably available to
the Indemnified Party or Indemnified Person which relates to such action or
Claim. The indemnifying party shall keep the Indemnified Party or Indemnified
Person fully apprised at all times as to the status of the defense or any
settlement negotiations with respect thereto. No indemnifying party shall be
liable for any settlement of any action, claim or proceeding effected without
its prior written consent, provided, however, that the indemnifying party shall
not unreasonably withhold, delay or condition its consent. No indemnifying party
shall, without the prior written consent of the Indemnified Party or Indemnified
Person, consent to entry of any judgment or enter into any settlement or other
compromise which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified Party or Indemnified Person of a
release from all liability in respect to such Claim or litigation. Following
indemnification as provided for hereunder, the indemnifying party shall be
subrogated to all rights of the Indemnified Party or Indemnified Person with
respect to all third parties, firms or corporations relating to the matter for
which indemnification has been made. The failure to deliver written notice to
the indemnifying party within a reasonable time of the commencement of any such
action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the
extent that the indemnifying party is prejudiced in its ability to defend such
action.


                                       18
<PAGE>
                  d. The indemnification required by this Section 6 shall be
made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or Indemnified Damages
are incurred.

                  e. The indemnity agreements contained herein shall be in
addition to (i) any cause of action or similar right of the Indemnified Party or
Indemnified Person against the indemnifying party or others, and (ii) any
liabilities the indemnifying party may be subject to pursuant to the law.

                  7. Contribution.

                  To the extent any indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided, however, that:
(i) no person involved in the sale of Registrable Securities or Make-Whole
Securities, which person is guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) in connection with such sale, shall,
be entitled to contribution from any person involved in such sale of Registrable
Securities or Make-Whole Securities who was not guilty of fraudulent
misrepresentation; and (ii) contribution or contributions by any seller of
Registrable Securities or Make-Whole Securities shall be limited in amount to
the net amount of proceeds received by such seller from the sale of such
Registrable Securities or Make-Whole Securities pursuant to such Registration
Statement.

                  8. Reports Under The 1934 Act.

                     With a view to making available to the Investors the
benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or
regulation of the SEC that may at any time permit the Investors to sell
securities of the Company to the public without registration ("Rule 144"), the
Company agrees during the Registration Period to:

                           a. make and keep public information available, as
those terms are understood and defined in Rule 144;

                           b. file with the SEC in a timely manner all reports
and other documents required of the Company under the 1933 Act and the 1934 Act
so long as the Company remains subject to such requirements (it being understood
that nothing herein shall limit the Company's obligations under Section 4(c) of
the Securities Purchase Agreement) and the filing of such reports and other
documents is required for the applicable provisions of Rule 144; and

                           c. furnish to each Investor so long as such Investor

owns Registrable Securities or Make-Whole Securities, promptly upon request, (i)
a written statement by the Company, if true, that it has complied with the
reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy
of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company, and (iii) such other information
as may be reasonably requested to permit the Investors to sell such securities
pursuant to Rule 144 without registration.


                                       19
<PAGE>
                  9. Assignment of Registration Rights.

                  The rights under this Agreement shall be automatically
assignable by the Investors to any transferee of all or any portion of such
Investor's Registrable Securities or Make-Whole Securities if: (i) the Investor
agrees in writing with the transferee or assignee to assign such rights, and a
copy of such agreement is furnished to the Company within a reasonable time
after such assignment; (ii) the Company is, within a reasonable time after such
transfer or assignment, furnished with written notice of (a) the name and
address of such transferee or assignee, and (b) the securities with respect to
which such registration rights are being transferred or assigned; (iii)
immediately following such transfer or assignment the further disposition of
such securities by the transferee or assignee is restricted under the 1933 Act
and applicable state securities laws; (iv) at or before the time the Company
receives the written notice contemplated by clause (ii) of this sentence the
transferee or assignee agrees in writing with the Company to be bound by all of
the provisions contained herein, evidenced by signing a signature page to this
Agreement in its then current form; and (v) such transfer shall have been made
in accordance with the applicable requirements of the Securities Purchase
Agreement.

                  10. Amendment of Registration Rights.

                  Provisions of this Agreement may be amended and the observance
thereof may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company,
Investors who then hold at least 75% of either the Registrable Securities or
Make-Whole Securities, and Lehman for so long as Lehman holds not less than $10
million in principal amount of Convertible Debentures (or shares of Common Stock
attributable to conversion of such Convertible Debentures), determined as if all
of the Convertible Debentures held by Investors then outstanding have been
converted into Registrable Securities or Make-Whole Securities, and all Warrants
then outstanding have been exercised for Make-Whole Securities without regard to
any limitations on conversion of the Convertible Debentures or on exercise of
the Warrants. Any amendment or waiver effected in accordance with this Section
10 shall be binding upon each Investor and the Company. No such amendment shall
be effective to the extent that it applies to less than all of the holders of
each of the Registrable Securities or Make-Whole Securities, as applicable,
unless such amendment is not adverse to the remaining holders. No consideration
shall be offered or paid to any Person to amend or consent to a waiver or
modification of any provision of any of this Agreement unless the same
consideration also is offered to all of the parties to this Agreement.
Notwithstanding any other provision in this Agreement, at the election of the
Company on or prior to Closing Date, this Agreement shall be amended to add one
or more parties as parties hereto that may be added as parties to the Securities
Purchase Agreement.

                  11. Miscellaneous.

                  a. A Person is deemed to be a holder of Registrable Securities
or Make-Whole Securities whenever such Person owns or is deemed to own of record
such Registrable Securities or Make-Whole Securities. If the Company receives
conflicting instructions, notices or elections from two or more Persons with
respect to the same Registrable Securities or Make-Whole Securities, the Company
shall act upon the basis of instructions,


                                       20
<PAGE>
notice or election received from the such record owner of such Registrable
Securities or Make-Whole Securities.

                  b. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Agreement must be in
writing and will be deemed to have been delivered: (i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party); or (iii) one (1) Business Day after deposit
with a nationally recognized overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile numbers
for such communications shall be:

                  If to the Company:
                           CSK Auto Corporation
                           645 E. Missouri Avenue, Suite 400
                           Phoenix, Arizona 85012
                           Telephone: (602)265-9200
                           Facsimile:  (602) 234-1065
                           Attention:  Don Watson

                  With a copy to:
                           Gibson Dunn & Crutcher LLP
                           333 South Grand Avenue
                           Los Angeles, CA 90071
                           Telephone:           (213) 229-7000
                           Facsimile:           (213) 229-7520
                           Attention:Jeffrey Hudson

                  If to Legal Counsel:

                          Fried, Frank, Harris, Shriver & Jacobson
                          One New York Plaza
                          New York, New York 10004
                          Telephone:  (212) 859-8586
                          Facsimile:  (212) 859-4000
                          Attention:  David C. Golay, Esq.

If to a Buyer, to its address and facsimile number set forth on the Schedule of
Buyers attached hereto, with copies to such Buyer's representatives as set forth
on the Schedule of Buyers, or to such other address and/or facsimile number
and/or to the attention of such other person as the recipient party has
specified by written notice given to each other party five (5) days prior to the
effectiveness of such change. Written confirmation of receipt (A) given by the
recipient of such notice, consent, waiver or other communication, (B)
mechanically or electronically generated by the sender's facsimile machine
containing the time, date, recipient facsimile number and an image of the first
page of such transmission or (C) provided by a courier or overnight courier
service shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.


                                       21
<PAGE>
                  c. Failure of any party to exercise any right or remedy under
this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof.

                  d. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by the
internal laws of the State of New York, without giving effect to any choice of
law or conflict of law provision or rule (whether of the State of New York or
any other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York. Each party hereby irrevocably
submits to the non- exclusive jurisdiction of the state and federal courts
sitting the City of New York, borough of Manhattan, for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally
subject to the jurisdiction of any such court, that such suit, action or
proceeding is brought in an inconvenient forum or that the venue of such suit,
action or proceeding is improper. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof to such party at the address for such
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any
manner permitted by law. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of any provision of this
Agreement in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

                  e. The Transaction Documents (as defined in the Securities
Purchase Agreement) and the documents referenced herein and therein constitute
the entire agreement among the parties hereto with respect to the subject matter
hereof and thereof. There are no restrictions, promises, warranties or
undertakings, other than those set forth or referred to herein and therein. The
Transaction Documents supersede all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof and thereof.

                  f. Subject to the requirements of Section 9, this Agreement
shall inure to the benefit of and be binding upon the permitted successors and
assigns of each of the parties hereto.

                  g. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

                  h. This Agreement may be executed in identical counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same agreement. This Agreement, once executed by a party, may be
delivered to the other party hereto by


                                       22
<PAGE>
facsimile transmission of a copy of this Agreement bearing the signature of the
party so delivering this Agreement.

                  i. Each party shall do and perform, or cause to be done and
performed, all such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents, as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

                  j. All consents and other determinations required to be made
by the Investors pursuant to this Agreement shall be made, unless otherwise
specified in this Agreement, by Investors holding at least 75% of either the
Registrable Securities or Make-Whole Securities and Lehman for so long as Lehman
holds not less than $10 million in principal amount of Convertible Debentures
(or shares of Common Stock attributable to conversion of such Convertible
Debentures), determined as if all of the Convertible Debentures held by
Investors then outstanding have been converted into Registrable Securities or
Make-Whole Securities, and all Warrants then outstanding have been exercised for
Make-Whole Securities without regard to any limitations on conversion of the
Convertible Debentures or on exercise of the Warrants.

                  k. The language used in this Agreement will be deemed to be
the language chosen by the parties to express their mutual intent and no rules
of strict construction will be applied against any party.

                  l. This Agreement is intended for the benefit of the parties
hereto and their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.

                                   * * * * * *


                                       23
<PAGE>
           IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be duly executed as of day and year first above written.


<TABLE>
<S>                                     <C>
COMPANY:                                BUYERS:

CSK AUTO CORPORATION                    LB I GROUP INC.


By:   /s/ Martin Fraser                 By:   /s/ Kevin R. Genirs
   ---------------------------------       ------------------------------------
   Name:  Martin Fraser                    Name:  Kevin R. Genirs
   Title: President and                    Title: Vice President
          Chief Operating Officer
</TABLE>




      SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
<PAGE>
Additional Buyers Signature Page to Amended and Restated Registration Rights
Agreement



                                         INVESTCORP CSK HOLDINGS L.P.



                                         By:   /s/ Ebrahim H. Ebrahim
                                            -----------------------------------
                                            Name:  Ebrahim H. Ebrahim
                                            Title: Authorized Representative





SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (continued)
<PAGE>
                               SCHEDULE OF BUYERS

<TABLE>
<CAPTION>
                                         Investor Address                    Investor's Representative's Address
           Investor                     and Facsimile Number                         and Facsimile Number
           --------                     --------------------                         --------------------
<S>                             <C>                                          <C>
LBI Group Inc.                  LBI Group Inc.                               LBI Group Inc.
                                745 7th Avenue                               745 7th Avenue
                                                                             NY, NY 10019
                                NY, NY 10019                                 fax: (646)-758-5202
                                Fax: (646)-758-5202                          phone: (212)-526-2614
                                Attention: Kevin Genirs, LBI Group Inc.      Attention: Kevin Genirs, LBI Group Inc.

Investcorp CSK Holdings L.P.    Investcorp Bank E.C.                         Investcorp Bank E.C.
                                Investcorp House                             Investcorp House
                                P.O. Box 5340                                P.O. Box 5340
                                Manama, Bahrain                              Manama, Bahrain
                                Fax:  011-973-536-541                        Fax:  011-973-536-541
                                Attention:  Gary S. Long                     Attention:  Gary S. Long
</TABLE>
<PAGE>
                                                                       EXHIBIT A


                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT

[Transfer Agent]
Attn:

         Re:      CSK Auto Corporation

Ladies and Gentlemen:

                  We are counsel to CSK Auto Corporation, a Delaware corporation
(the "Company"), and have represented the Company in connection with that
certain Securities Purchase Agreement (the "Purchase Agreement") entered into by
and among the Company and the buyers named therein (collectively, the "Holders")
pursuant to which the Company issued to the Holders or their assignees shares of
its 7% Convertible Debentures, (the "Convertible Debentures") convertible into
shares of the Company's Common Stock, par value $0.01 per share (the "Common
Stock") and warrants exercisable for shares of its Common Stock (the
"Warrants"). Pursuant to the Purchase Agreement, the Company also has entered
into an Amended and Restated Registration Rights Agreement with the Holders or
their assignees (the "Registration Rights Agreement") pursuant to which the
Company agreed, among other things, to register under the Securities Act of
1933, as amended (the "1933 Act") the Registrable Securities (as defined in the
Registration Rights Agreement), including the shares of Common Stock issuable
upon conversion of the Convertible Debentures, and the Make-Whole Securities (as
defined in the Registration Rights Agreement), including the shares of Common
Stock issued upon exercise of the Warrants. In connection with the Company's
obligations under the Registration Rights Agreement, on ____________ ___, 200_,
the Company filed a Registration Statement on Form S-3 (File No.
333-_____________) (the "Registration Statement") with the Securities and
Exchange Commission (the "SEC") relating to the [Registrable Securities] [the
Make-Whole Securities] which names each of the Holders or their assignees as a
selling stockholder thereunder.

                  In connection with the foregoing, we advise you that a member
of the SEC's staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the 1933 Act at [ENTER TIME
OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge,
after telephonic inquiry of a member of the SEC's staff, that any stop order
suspending its effectiveness has been issued or that any proceedings for that
purpose are pending before, or threatened by, the SEC and the [Registrable
Securities][Make-Whole Securities] are available for resale under the 1933 Act
pursuant to the Registration Statement.

                                                Very truly yours,

                                                [ISSUER'S COUNSEL]


                                       A-1
<PAGE>
                                                By:
                                                   -----------------------------


CC:      [LIST NAMES OF HOLDERS or ASSIGNEES]



                                      A-2
<PAGE>
                                 INDEX OF TERMS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
1933 Act ................................................................      1
1934 Act ................................................................      8
Agreement ...............................................................      1
Allowable Grace Period ..................................................     13
Best efforts ............................................................      8
Black-out Period ........................................................     13
Blue Sky Filing .........................................................     15
Business Day ............................................................      1
Buyer ...................................................................      1
Claims ..................................................................     14
Closing Effectiveness Deadline ..........................................      3
Closing Filing Deadline .................................................      2
Common Stock ............................................................      1
Company .................................................................      1
Conversion Shares .......................................................      1
Convertible Debentures ..................................................      1
Effectiveness Deadlines .................................................      3
Filing Deadlines ........................................................      3
Grace Period ............................................................     12
Incidental Registration .................................................      6
Incidental Registration Statement .......................................      6
Indemnified Damages .....................................................     14
Indemnified Party .......................................................     15
Indemnified Person ......................................................     14
Inspectors ..............................................................     10
Interest Shares .........................................................      2
Investor ................................................................      2
Legal Counsel ...........................................................      4
Lehman ..................................................................      3
Make-Whole Filing Deadline ..............................................      3
Make-Whole Securities ...................................................      2
Make-Whole Securities Effectiveness Deadline ............................      3
NASD ....................................................................     11
Oppenheimer .............................................................      3
Person ..................................................................      2
Post-Closing Filing Deadline ............................................      3
Post-Closing Securities .................................................      3
Post-Closing Security Effectiveness Deadline ............................      3
Records .................................................................     10
Register ................................................................      2
Registrable Securities ..................................................      2
</TABLE>
<PAGE>
<TABLE>
<S>                                                                         <C>
Registration Delay Payments .............................................      5
Registration Period .....................................................      8
Registration Statement ..................................................      2
Rule 144 ................................................................     17
Rule 415 ................................................................      2
SEC .....................................................................      2
Securities Purchase Agreement ...........................................      1
Violations ..............................................................     15
Warrant Shares ..........................................................      1
Warrants ................................................................      1
</TABLE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>5
<FILENAME>p66056a4ex23-1.txt
<DESCRIPTION>EX-23.1
<TEXT>
<PAGE>
                                                                    Exhibit 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Amendment No. 4 to
the Registration Statement on Form S-3 of our reports dated April 16, 2002
relating to the consolidated financial statements and financial statement
schedules, which appear in CSK Auto Corporation's Annual Report on Form 10-K/A
for the year ended February 3, 2002. We also consent to the references to us
under the heading "Experts" in such Registration Statement.


/s/ PricewaterhouseCoopers LLP


Phoenix, Arizona

May 16, 2002



</TEXT>
</DOCUMENT>
</SUBMISSION>
