UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     
Date of Report (Date of Earliest Event Reported):   January 29, 2006

CSK Auto Corporation
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(Exact name of registrant as specified in its charter)

     
Delaware 001-13927 86-0765798
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
645 E. Missouri Ave., Suite 400, Phoenix, Arizona   85012
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(Address of principal executive offices)
  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   602-265-9200

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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Item 8.01 Other Events.

On February 2, 2006, CSK Auto Corporation issued a press release announcing the acceleration of vesting of all unvested "underwater" stock options (stock options previously granted at prices above $15.90, the market price of the Company’s stock on January 27, 2006) previously awarded to employees and executive officers, subject to certain restrictions imposed on the sale of such shares acquired by way of the exercise of accelerated options. The text of the press release is attached hereto as Exhibit 99.1.





Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Exhibit No. Description
Exhibit 99.1 - Press release dated February 2, 2006





Forward Looking Statements

Portions of this filing may constitute “forward-looking statements” as defined by federal law. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Reform Act of 1995. Additional information about issues that could lead to material changes in the Company’s performance is contained in the Company’s filings with the Securities and Exchange Commission.


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SIGNATURES

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

         
    CSK Auto Corporation
          
February 2, 2006   By:   James B. Riley
       
        Name: James B. Riley
        Title: Senior Vice President Chief Financial Officer


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Exhibit Index


     
Exhibit No.   Description

 
99.1
  Press release dated February 2, 2006