<SUBMISSION>
<ACCESSION-NUMBER>0000898432-06-000875
<TYPE>SC 13D/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20061024
<DATE-OF-FILING-DATE-CHANGE>20061024
<GROUP-MEMBERS>KARSCH MANAGEMENT GP, LLC
<GROUP-MEMBERS>MICHAEL A. KARSCH
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>KARSCH CAPITAL MANAGEMENT LP
<CIK>0001167235
<IRS-NUMBER>000000000
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>110 EAST 59TH STREET
<STREET2>22ND FLOOR
<CITY>NEW YORK
<STATE>NY
<ZIP>10022
</BUSINESS-ADDRESS>
</FILED-BY>
<SUBJECT-COMPANY>
<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>SC 13D/A
<ACT>34
<FILE-NUMBER>005-55039
<FILM-NUMBER>061158922
</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>
</SUBJECT-COMPANY>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>schedule_13da.txt
<TEXT>
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 SCHEDULE 13D/A
                   Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                              CSK Auto Corporation
                            ------------------------
                                (Name of Issuer)

                    Common Stock, par value $0.01 per share
                    ----------------------------------------
                         (Title of Class of Securities)

                                   125965103
                                 (CUSIP Number)

                               Michael A. Karsch
                       c/o Karsch Capital Management, LP
                              110 East 59th Street
                                   22nd Floor
                               New York, NY 10022
                                 (212) 507-9782
                              --------------------
          (Name, Address, and Telephone Number of Person Authorized to
                      Receive Notices and Communications)

                                October 24, 2006
                                   ---------
            (Date of Event which Requires Filing of this Statement)


If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  that is the subject of this  Schedule  13D, and is filing this
schedule  because of Rule  13d-1(e),  13d-1(f) or 13d-1(g),  check the following
box. |_|

NOTE.  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 or  otherwise  subject to the  liabilities  of that  section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).

<PAGE>

--------------------------------------------------------------------------------
CUSIP No. 125965103
--------------------------------------------------------------------------------
  1  NAME OF REPORTING PERSONS                     Karsch Capital Management, LP
  S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
--------------------------------------------------------------------------------
  2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*    (a) |_|
                                                          (b) |_|
--------------------------------------------------------------------------------
  3  SEC USE ONLY
--------------------------------------------------------------------------------
  4  SOURCE OF FUNDS*   AF
--------------------------------------------------------------------------------
  5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
     REQUIRED PURSUANT TO ITEM 2(d) or 2(e)                   |_|
--------------------------------------------------------------------------------
  6  CITIZENSHIP OR PLACE OF ORGANIZATION                     Delaware
--------------------------------------------------------------------------------
NUMBER OF        7    SOLE VOTING POWER                       0
SHARES           --------------------------------------------------------------
BENEFICIALLY     8    SHARED VOTING POWER                    4,082,730
OWNED BY         --------------------------------------------------------------
THE              9    SOLE DISPOSITIVE POWER                  0
REPORTING        ---------------------------------------------------------------
PERSON WITH     10    SHARED DISPOSITIVE POWER               4,082,730
--------------------------------------------------------------------------------
 11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY                4,082,730
       THE REPORTING PERSON
--------------------------------------------------------------------------------
 12    CHECK BOX IF THE AGREGATE AMOUNT IN ROW                |_|
       (11) EXCLUDES CERTAIN SHARES*
--------------------------------------------------------------------------------
 13    PERCENT OF CLASS REPRESENTED BY AMOUNT
       IN ROW (11)                                           9.3%
--------------------------------------------------------------------------------
 14    TYPE OF REPORTING PERSON*                            PN, IA
--------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT



                                      -2-

<PAGE>

--------------------------------------------------------------------------------
CUSIP No. 125965103
--------------------------------------------------------------------------------
  1  NAME OF REPORTING PERSONS                     Karsch Management GP, LLC
  S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
--------------------------------------------------------------------------------
  2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                          (a) |_|
                                                          (b) |_|
--------------------------------------------------------------------------------
  3  SEC USE ONLY
--------------------------------------------------------------------------------
  4  SOURCE OF FUNDS*     AF
--------------------------------------------------------------------------------
  5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
     REQUIRED PURSUANT TO ITEM 2(d) or 2(e)                   |_|
--------------------------------------------------------------------------------
  6  CITIZENSHIP OR PLACE OF ORGANIZATION                     Delaware
--------------------------------------------------------------------------------
NUMBER OF         7    SOLE VOTING POWER                      0
SHARES           --------------------------------------------------------------
BENEFICIALLY      8    SHARED VOTING POWER                   4,082,730
OWNED BY         --------------------------------------------------------------
THE               9    SOLE DISPOSITIVE POWER                 0
REPORTING        --------------------------------------------------------------
PERSON WITH      10   SHARED DISPOSITIVE POWER               4,082,730
--------------------------------------------------------------------------------
 11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY                4,082,730
       THE REPORTING PERSON
--------------------------------------------------------------------------------
 12    CHECK BOX IF THE AGREGATE AMOUNT IN ROW                |_|
       (11) EXCLUDES CERTAIN SHARES*
--------------------------------------------------------------------------------
 13    PERCENT OF CLASS REPRESENTED BY AMOUNT
       IN ROW (11)                                           9.3%
--------------------------------------------------------------------------------
 14    TYPE OF REPORTING PERSON*                             OO
--------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT



                                      -3-

<PAGE>

--------------------------------------------------------------------------------
CUSIP No. 125965103
--------------------------------------------------------------------------------
  1  NAME OF REPORTING PERSONS                     Michael A. Karsch
  S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
--------------------------------------------------------------------------------
  2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                          (a) |_|
                                                          (b) |_|
--------------------------------------------------------------------------------
  3  SEC USE ONLY
--------------------------------------------------------------------------------
  4  SOURCE OF FUNDS*     AF
--------------------------------------------------------------------------------
  5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
     REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
                                                              |_|

--------------------------------------------------------------------------------
  6  CITIZENSHIP OR PLACE OF ORGANIZATION
                                                              United States
--------------------------------------------------------------------------------
NUMBER OF         7    SOLE VOTING POWER                      0
SHARES           --------------------------------------------------------------
BENEFICIALLY      8    SHARED VOTING POWER                   4,082,730
OWNED BY         --------------------------------------------------------------
THE               9    SOLE DISPOSITIVE POWER                 0
REPORTING        --------------------------------------------------------------
PERSON WITH      10    SHARED DISPOSITIVE POWER              4,082,730
-------------------------------------------------------------------------------
 11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY                4,082,730
       THE REPORTING PERSON
-------------------------------------------------------------------------------
 12    CHECK BOX IF THE AGREGATE AMOUNT IN ROW                |_|
       (11) EXCLUDES CERTAIN SHARES*
-------------------------------------------------------------------------------
 13    PERCENT OF CLASS REPRESENTED BY AMOUNT
       IN ROW (11)                                           9.3%
-------------------------------------------------------------------------------
 14    TYPE OF REPORTING PERSON*                             IN
-------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT



                                      -4-

<PAGE>

This Amendment No. 1 ("Amendment") amends the Schedule 13D filed on October 10,
2006 (the "Schedule 13D") by Karsch Capital Management, LP ("Karsch Capital"),
Karsch Management GP, LLC and Michael A. Karsch (collectively, the "Reporting
Persons") relating to the shares of common stock, par value $.01 per share, of
CSK Auto Corporation, a Delaware corporation (the "Issuer"), in the following
respects only:

ITEM 4.    PURPOSE OF TRANSACTION.

The securities of the Issuer covered by this Schedule 13D (the "Shares") were
originally acquired by Karsch Capital for purposes of investment in the ordinary
course of its business. Subsequently, Karsch Capital reevaluated the role it
intended to play with respect to the Issuer and has had a discussion with
management and a member of the Board of Directors of the Issuer (the "Board")
concerning various operational and financial aspects of the Issuer and various
ways of maximizing stockholder value. Karsch Capital believes that the Shares
are undervalued at their current market level and that the Issuer should
actively pursue a sale of the entire company once it has completed its pending
restatement of certain of its past financial statements and becomes current with
its SEC reporting obligations. Karsch Capital communicated that view to the
Board by letter dated October 9, 2006 which is attached to this Schedule 13D as
Exhibit 2.

On October 23, 2006, Karsch Capital sent a second letter to the Board requesting
that the Issuer include in its proxy materials for the next annual meeting of
stockholders a proposal that the company immediately hire an investment banking
firm to pursue a sale of the Issuer. While Karsch Capital acknowledges that it
has not held the Shares for more than one year such that it would be entitled to
have its proposal included in the Issuer's proxy materials, it requests that the
Board include the proposal in the Issuer's proxy materials voluntarily. A copy
of the letter dated October 23, 2006 from Karsch Capital to the Board is
attached to this Schedule 13D as Exhibit 3.

From time to time Karsch Capital, its management and representatives may have
other discussions with members of the Board, or with management, the full Board
and other stockholders of the Issuer concerning operational and financial
aspects of the Issuer and various ways of maximizing stockholder value. In
addition, Karsch Capital may make additional proposals to the Board, seek to
change the composition of and/or seek representation on the Board and solicit
proxies or written consents from other stockholders of the Issuer.

Karsch Capital intends to review on a continuing basis its investment in the
Issuer and its business, prospects and financial condition. Based on such
continuing review, alternative investment opportunities available to Karsch
Capital and all other factors deemed relevant, including, without limitation,
the market for and price of the Shares, offers for the Shares, general economic
conditions and other future developments, Karsch Capital may decide to sell or
seek the sale of all or part of the Shares or to increase its holdings of in the
Common Stock of the Issuer, engage in short selling of, or in hedging or similar
transactions with respect to, the Shares and/or otherwise change its intention
with respect to any and all matters referred to in this Item 4.

Except for the actions referred to in the preceding paragraphs of this Item,
Karsch Capital currently has no plans or proposals that would relate to or
result in of the consequences listed in paragraphs (a)-(j) of Item 4 of Schedule
13D.

ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS.

Item 7 of Schedule 13D is hereby amended and restated as follows:


                                      -5-

<PAGE>

Exhibit 1 - Joint Filing Agreement (incorporated by reference to 1 of the
Schedule 13D)

Exhibit 2 - Letter dated October 9, 2006 from Karsch Capital to the Board of
Directors of CSK Auto Corporation (incorporated by reference to Exhibit 2 of the
Schedule 13D)

Exhibit 3 - Letter dated October 23, 2006 from Karsch Capital to the Board of
Directors of CSK Auto Corporation



                                      -6-



<PAGE>


                              S I G N A T U R E S

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete, and correct.

Date:  October 24, 2006

KARSCH CAPITAL MANAGEMENT, LP                         KARSCH MANAGEMENT GP, LLC
By: Karsch Management GP, LLC
    General Partner

By:  /s/  Michael A. Karsch                        By:  /s/  Michael A. Karsch
     ---------------------                              ----------------------
     Michael A. Karsch                                  Michael A. Karsch
     Managing Member                                    Managing Member


     /s/  Michael A. Karsch
     ----------------------
     Michael A. Karsch



                                      -7-


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>2
<FILENAME>exhibit_3.txt
<TEXT>
                                                                       Exhibit 3
                                                                       ---------

Via Federal Express

October 23, 2006

CSK Auto Corporation
c/o Legal Department, Randi V. Morrison
Attention: Board of Directors
645 East Missouri Avenue, Suite 400
Phoenix, AZ 85012

To The Board of Directors of CSK Auto Corporation ("CSK Auto" or the "Company"):

Karsch Capital Management, LP(1), as a holder of 9.3% of the outstanding common
stock of CSK Auto's common stock, has attached a formal proposal that we
believe, subject to the bolded text below, should be considered by stockholders
at the Company's next stockholders meeting and included in the proxy materials
to be disseminated by the Company. Essentially, we propose that the Company put
itself up for sale immediately after the Company completes the restatement of
its financial statements and becomes current with SEC reporting obligations.
For confirmation of ownership, we enclose a copy of our Schedule 13D filed with
the Securities and Exchange Commission on October 10, 2006, as amended.

We want to emphasize that this letter is not being written to antagonize the
Board. Our October 9, 2006 letter states our views and they have not changed. We
believe that the views of the Company's most important constituency - its
stockholders - be obtained concerning the Company's future and alternatives to
maximizing stockholder value. Moreover, given the provisions of CSK Auto's
bylaws regarding advanced notice of stockholder proposals, we wanted to give the
Company early notification of our proposal.

Since we have not spoken to any members of management or the Board of Directors
after sending our letter of October 9, 2006, we do not know the Board's current
views. HOWEVER, IF THE BOARD HAS ALREADY DECIDED, OR DECIDES, TO PUT THE COMPANY
UP FOR SALE, THERE WOULD BE NO NEED TO HAVE THIS PROPOSAL INCLUDED IN THE NEXT
PROXY.

We hope that the Board has already decided to take the steps to solicit offers
for the sale of the Company upon the availability of its restated financial
statements, but if not, we urge the Board to include our proposal in the
Company's proxy materials for the next meeting of stockholders.

We have not held our shares of CSK Auto common stock for at least one year as
required by Rule 14a-8 under the Securities Exchange Act of 1934 to qualify to
have our proposal included in the Company's proxy materials.  Our intent is
to continue ownership of the shares through the date of the Company's next
annual or special meeting of stockholders. However, since the Company has not
held an annual meeting for nearly 16 months, we reserve the right to change our
intent or position if the Company fails to restate its financial statements and
hold its annual meeting within reasonable time.

We are also aware of the provisions of the Company's bylaws that require
stockholder proposals to be submitted to the Company "no later than the close of
business on the 120th day prior to the upcoming annual meeting." This advanced
notice provision may not be an issue depending on the date you plan to schedule
the Company's next annual meeting of stockholders. However, because the Company
has not held an annual meeting of stockholders since June 16, 2005, we believe
that pursuant to Rule 14a-8(e)(2), stockholders have reasonable time to submit
proposals and that submitting this proposal at this time provides the Company
with reasonable notice. In any event, we request that the Board overlook any
procedural issues and elicit the views of the Company's stockholders with
respect to the future of the Company by including our proposal in the Company's

---------------------------
(1) Karsch Capital Management, LP ("KCM"), a Delaware limited partnership, is an
investment adviser registered under the Investment Advisers Act of 1940, as
amended. KCM acts as a management company to two domestic funds and acts as an
investment manager to two offshore funds based in the Cayman Islands. KCM also
acts as an investment adviser to several managed accounts.

<PAGE>

proxy materials for its next annual meeting of stockholders. Given the magnitude
of our financial stake in the Company and the reasonableness of our request, we
expect that the Board would make this decision.

If the Board feels that it cannot overlook the requirements of Rule 14a-8 and
chooses not to include our proposal, we urge the Board to include any similar
proposal(s) if submitted by stockholder(s) who meet the requirements of Rule
14a-8.


Sincerely,



Michael Karsch



<PAGE>


-------------------------------------------------------------------------------

                  Proposal - Stockholder Proposal Relating to
                        A Merger or Sale of the Company

-------------------------------------------------------------------------------

RESOLVED, that the stockholders of CSK Auto Corporation (the "Company") hereby
request that immediately upon completion of its restated financial statements,
the Company engage a leading investment banking firm qualified in the Company's
business segment to solicit offers for the sale or merger of the Company.

SUPPORTING STATEMENT

The purpose of this proposal is to provide stockholders with the opportunity to
advise the Board of Directors of their concerns regarding the Company's
strategic direction and to express stockholders' desire to realize the full
value of their investment. We, as the owner of 9.3% of the Company's common
stock, believe that the Company has significantly underperformed since its IPO,
and that the Company must put itself up for sale immediately after the Company
completes the restatement of its financial statements and becomes current with
SEC reporting obligations. Our beliefs are based on several factors, including:

o   The Company's stock price was trading more than 25% below its IPO price of
    March 12, 1998 through October 6, 2006 (the last trading day before we sent
    our initial letter to the Board), while the S&P 500, the Russell 2000 and
    the S&P 600 Retailing Index have appreciated more than 40%, 70% and 70%
    respectively, during the same period;

o   Comparable public companies in the Company's business segment have
    (including dividend returns) outperformed both the Company and above indices
    in the same period (e.g., over 200% increase by AutoZone, over 370% increase
    by O'Reilly Automotive and over 145% increase by Advance Auto Parts (since
    trading publicly), exemplifying the inefficiency of Company management; and

o   The Board is charged with overseeing management's results and setting
    corporate policy. On the first account, the stock has declined since nearly
    all of the Board members have joined the Company. Importantly, many of the
    members of the Board presided over the accounting probes and/or the near
    bankruptcy of the Company in 2000.

We believe strategic buyers would be interested in the Company given its strong
asset base, including a leading presence in critical markets like California,
and the opportunity to replicate historical success in generating significant
synergies with other acquired Do It Yourself (DIY) auto parts retailers.
Additionally, we believe financial buyers would be attracted to the Company
given their historical success in this industry segment, which is predictable
and generates high returns, high margins and substantial free cash flow.





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